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         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, November 27, 2006, Vol. 10, No. 282

                             Headlines

ABRAXAS PETROLEUM: Sept. 30 Balance Sheet Upside-Down by $20.3MM
ACCURIDE CORP: Earns $12.4 Mil. Net Income in 2006 Third Quarter
ADVOCACY AND RESOURCES: Taps Kenneth Williams as Special Counsel
ALLIED HOLDINGS: Wants Partial Summary Judgment on Volvo Spat
ALLIED HOLDINGS: S. Newlin Fights to Have Automatic Stay Lifted

AMERIDEBT INC: Rebecca Lovell OK'd as Special Business Consultant
B/E AEROSPACE:  Earns $31.4 Million in 2006 Third Quarter
BIO-RAD LABS: Earns $23.1 Million in Quarter Ended September 30
BOWNE & CO: Incurs $11.7 Mil. Net Loss in Quarter Ended Sept. 30
CALPINE CORPORATION: Wants PMCC Settlement Agreement Approved

CALPINE CORP: Sell Turbines to Consorcio Pacific for $48 Million
CALYPTE BIOMEDICAL: Sept. 30 Balance Sheet Upside-Down by $7.2MM
CARRAWAY METHODIST: Cabaniss Johnston Approved as Special Counsel
CARRAWAY METHODIST: J.H. Cohn Okayed as Panel's Financial Advisor
CATHOLIC CHURCH: Portland's FCR Can't Represent Indiv. Claimants

CATHOLIC CHURCH: Tucson Wants Immaculate Heart Sisters Pact Okayed
CHENIERE ENERGY: Posts $33.1 Million Loss in 2006 Third Quarter
CLEAR CHANNEL: Faces Shareholder Suit Over Merger Pact
COI MIDWEST: Has Until March 27 to File Chapter 11 Plan
COMMUNITY HEALTH: Earns $8.2 Million in Third Quarter of 2006

COMPLETE RETREATS: Wants to Sell Substantially All Assets for $98M
COMPLETE RETREATS: Non-Gov'tal Units Can File Claims Until Dec. 11
COMPLETE RETREATS: Court Reaffirms CIT as Real Estate Advisor
CONSUMERS ENERGY: MPSC Issues Final Order in Gas Rate Case
DELTA AIR: Pilots to Conduct Picket in NY Bankruptcy Court Today

DEVELOPERS DIVERSIFIED: Declares Preferred Common Stock Dividends
DORAL FINANCIAL: Posts $50.9MM Net Loss for Second Quarter 2006
DURA AUTOMOTIVE: Judge Carey Approves Equity Trading Procedures
DURA AUTOMOTIVE: Can Pay Obligations to Employees
DURA AUTOMOTIVE: Court Gives Final Order for Banks to Honor Checks

ENRON CORP: Court Okays $44 Million Dynegy Settlement Agreement
ENTERPRISE PRODUCTS: Reports $208-Mil. Net Income for 3rd Quarter
FOAMEX INTERNATIONAL: Court Approves SSI's Amended Employment
FOAMEX INTERNATIONAL: Court Okays Hepbron Settlement Agreement
GADZOOKS INC: Judge Hale Approves Equity Committee Counsel's Fees

GAP INC: Earns $189 Million in Quarter Ended October 28
GENTEK INC: Earns $2.9 Million in Third Quarter of 2006
GLOBAL HOME: Can Use Madeleine's Cash Collateral Until February 28
GRANT PRIDECO:  Earns $126.5 Million in 2006 Third Quarter
HAWAIIAN TELCOM: Posts $43.9 Mil. Net Loss in 2006 Third Quarter

HCA INC: Completes $33-Bil. Merger Deal with Pvt. Investor Group
HOME FRAGRANCE: Panel Hires Thomas Henderson as Bankruptcy Counsel
HOME FRAGRANCE: Selects Don Martin as Chief Restructuring Officer
HORNBECK OFFSHORE: Earns $23.9 Million in 2006 Third Quarter
HOUSE OF MERCY: Bankr. Ct. Won't Interfere in Medicare Dispute

INDEPENDENCE TAX: Sept. 30 Balance Sheet Upside-Down by $2.5 Mil.
INDEPENDENCE TAX II: Sept. 30 Balance Sheet Upside-Down by $4.9MM
INSIGHT COMMS: Posts $7.7 Million Net Loss in 2006 Third Quarter
INTERSTATE BAKERIES: Sells Seattle Asset to Laukkonen for $1.3MM
INTERSTATE BAKERIES: O'Melveny Approved as Special Labor Counsel

ITRON INC: Buys Flow Metrix in Cash-for-Stock Merger for $15 Mil.
KANSAS CITY SOUTHERN: Earns $31.3 Million in 2006 Third Quarter
KING PHARMACEUTICALS: Earns $90.4 Million in 2006 Third Quarter
LAIDLAW INT'L: Earns $124.9 Million in Fiscal Year 2006
LEVITZ HOME: Committee Hires LeClair Ryan as Litigation Counsel

LEVITZ HOME: Court Okays Gazes LLC as Panel's Special Counsel
LODGENET ENT: Sept. 30 Balance Sheet Upside-Down by $62.4 Million
MEDIRECT LATINO:  Berkovits Lago Raises Going Concern Doubt
MIDPOINT DEVELOPMENT: Dissolved LLC Couldn't File for Bankruptcy
MUSICLAND HOLDING: Michigan Dept. Wants Plan Confirmation Denied

MUSICLAND HOLDING: Mass. Revenue Objects to Plan Confirmation
MYLAN LABORATORIES: Net Income Rose 117% in Third Quarter 2006
OM GROUP: Selling Nickel Assets to Norilsk for $408 Million
OWENS CORNING: Deadline to Remove Prepetition Actions Expires
ROCOR INTERNATIONAL: Payments to Alta Partially Avoidable

SAINT VINCENTS: Kingsbrook, BBC Assignment Pact Gets Court's Okay
SAINT VINCENTS: Inks Assignment Agreements with Caritas
SANTIAGO ASSOCIATES: Disclosure Statement Hearing Set for Nov. 30
SEA CONTAINERS: Court Okays Young Conaway as Bankruptcy Counsel
SIRIUS SATELLITE: Sept. 30 Balance Sheet Upside-Down by $200.3MM

SOLUTIA INC: To File Amended Reorganization Plan on December 18
STEEL PARTS: Court Okays Pepper Hamilton as Bankruptcy Counsel
STEEL PARTS: Creditors Panel Hires O'Keefe as Financial Advisors
STEVE'S SHOES: Court Confirms First Amended Plan of Liquidation
TOWER AUTO: Closure Plans Will Displace 100 Employees in Indiana

TOWER AUTOMOTIVE: Wants Until March 30 to Decide on Leases
TOWER RECORDS: Files Schedules of Assets and Liabilities
TRUMP ENTERTAINMENT: Earns $5.8 Million in 2006 Third Quarter
UNITED PRODUCERS: Creditors' Confirmation Appeals Equitably Moot
UTSTARCOM INC: Gets Notice of Default from Trustee of 7/8% Notes

W.R. GRACE: Asbestos PI Panel Wants Documents Produced
WENDY'S INT'L: Discloses Results of Dutch Auction Tender Offer
WERNER LADDER: Ct. Denies Prompt Payment of WXP's Admin. Claim
WERNER LADDER: Wants to Implement Union Employees' Severance Plan
WINSTAR COMMS: Chapter 7 Trustee Wants Settlement Okayed

WINSTAR COMMS: Court Approves ESB as Ch. 7 Trustee's Accountants

* BOND PRICING: For the week of November 20 -- November 24, 2006

                             *********

ABRAXAS PETROLEUM: Sept. 30 Balance Sheet Upside-Down by $20.3MM
-----------------------------------------------------------------
Abraxas Petroleum Corp. reported net income of $589,000 on
$13.2 million of revenues for the third quarter ended Sept. 30,
2006, compared with a $3.8 million net income on $14.2 million of
revenues for the same period in 2005.

At Sept. 30, 2006, the company's consolidated balance sheet showed
$118.3 million in total assets and $138.7 million in total
liabilities, resulting in a stockholders' deficit of
$20.3 million.

The company's consolidated balance sheet at Sept. 30, 2006, also
showed strained liquidity with $8.4 million in total current
assets available to pay $11.6 million in total current
liabilities.

During the three months ended Sept. 30, 2006, operating revenue
from natural gas and crude oil sales decreased by $1.0 million
to $12.8 million compared to $13.8 million during three months
ended Sept. 30, 2005.  The decrease in revenue was due to a
decrease in the price of natural gas during the third quarter of
2006 as compared to the same period of 2005.  The decrease in
revenue related to the decline in the natural gas price was
partially offset by increased production and higher prices
received for crude oil during the quarter.

The decline in natural gas prices had a negative impact on revenue
of approximately $3.7  million.  Higher natural gas production
contributed $2.0 million to revenue and increased crude oil
production contributed $494,000.  The increase in the price of
crude oil for the quarter ended Sept. 30, 2006 contributed
$286,000 to revenue.

Full-text copies of the company's consolidated financial
statements are available for free at:

               http://researcharchives.com/t/s?159a

                        Capital Expenditures

At the start of 2006, the company anticipated making capital
expenditures, primarily for the development of its current
properties, of approximately $40.0 million which was based upon
the anticipated amount of its cash flow from operations and
availability under its revolving credit facility.  As natural gas
prices have decreased during the first nine months of 2006, cash
flow from operations has not reached the levels that it had
anticipated.  As a result the company will spend less, between
$23 million and $25 million on capital expenditures for 2006.

Headquartered in San Antonio, Texas, Abraxas Petroleum Corp --
http://www.abraxaspetroleum.com/-- is an independent natural gas
and crude oil exploitation and production company with operations
concentrated in Texas and Wyoming.  Abraxas was founded in 1977
and is publicly traded on the American Stock Exchange under the
ticker symbol "ABP".


ACCURIDE CORP: Earns $12.4 Mil. Net Income in 2006 Third Quarter
----------------------------------------------------------------
Accuride Corp., filed its financial statements for the third
quarter ended Sept. 30, 2006, with the Securities and Exchange
Commission.

The company reported net income of $12.4 million on $341.6 million
of net sales for the quarterly period ended Sept. 30, 2006,
compared to net income of $19.1 million on $316.1 million of net
sales for the same prior year period.

The increase in net sales is primarily a result of robust demand
in the commercial vehicle industry and a partial pass-through of
rising raw material costs.

The decrease in net income was primarily due to lower gross
profit, partially offset by a lower effective tax rate caused by a
change in management's estimate regarding the expected realization
of loss carryforwards, an adjustment of tax contingency reserves
related to federal and state tax matters and certain accrual to
return adjustments for permanent differences recorded in the
quarter.  For the quarter ended Sept. 30, 2006, the Company
reported $41.9 million in gross profit compared to a gross profit
of $51.5 million for the quarter ended Sept. 30, 2005.

At Sept. 30, 2006, the company's balance sheet showed $1,259
million in total assets, $1,016 million in total liabilities, and
$242 million in stockholders' equity.

                         Credit Facility

The Company discloses that it entered into a Fourth Amended and
Restated Credit Agreement consisting of:

    (1) a new term credit facility in an aggregate principal
        amount of $550.0 million that will mature on Jan. 31,
        2012; and

    (2) a revolving credit facility in an aggregate principal
        amount of $125.0 million, comprised of:

           * a new $95.0 million U.S. revolving credit facility
             and

           * the continuation of a $30.0 million Canadian
             revolving credit facility,

        that will terminate on January 31, 2010.

As of Sept. 30, 2006, $374.6 million was outstanding under the
Term B Loan Facility and $5.0 million was outstanding under the
New Revolver.  The Term B Loan Facility requires quarterly
amortization payments of $1.4 million that commenced on March 31,
2005, with the balance paid on the maturity date for the Term B
Loan Facility.  As of Sept. 30, 2006, the regularly scheduled
payments due through Dec. 31, 2011 were prepaid without penalty.

The obligations under the Company's new senior credit facilities
are guaranteed by all of the Company's domestic subsidiaries.  The
loans under the new senior credit facilities are secured by, among
other things, a lien on substantially all of the Company's U.S.
properties and assets and of its domestic subsidiaries and a
pledge of 65% of the stock of its foreign subsidiaries.  The loans
under the Canadian revolving facility are also secured by
substantially all of the properties and assets of Accuride Canada
Inc.

Full-text copies of the Company's financial statements for the
quarterly period ended Sept. 30, 2006, are available for free at:

              http://researcharchives.com/t/s?15b5

                    About Accuride Corporation

Accuride Corporation -- http://www.accuridecorp.com/--  
manufactures and supplies commercial vehicle components in North
America.  Accuride's products include commercial vehicle wheels,
wheel-end components and assemblies, truck body and chassis parts,
seating assemblies and other commercial vehicle components.
Accuride's products are marketed under its brand names, which
include Accuride, Gunite, Imperial, Bostrom, Fabco and Brillion.

                         *     *     *

Accuride Corporation's 8-1/2% Senior Subordinated Notes due 2015
carry Moody's Investors Service's B3 rating and Standard & Poor's
B- rating.


ADVOCACY AND RESOURCES: Taps Kenneth Williams as Special Counsel
----------------------------------------------------------------
Michael E. Collins, Esq., the Chapter 11 Trustee appointed in
Advocacy and Resources Corporation's bankruptcy case, asks the
Honorable Keith M. Lundin of the U.S. Bankruptcy Court for the
Middle District of Tennessee for authority to employ Kenneth S.
Williams, Esq. as his special counsel.

Mr. Williams is expected to:

   a. continue the appellate process related to litigation with
      the U.S. District Attorney over certain pricing issues
      regarding products subject to the JWOD Act; and

   b. assist in the procurement of recovery from the Department
      of Defense related to certain product subject to Hurricane
      Katrina and other related price adjustments.

Mr. Collins tells the Court that he proposes to pay Mr. Williams
according to a contingency fee agreement among the Debtor, Mr.
Williams, and his firm, Madewell, Jared, Halfacre & Williams.
Under the agreement, in any legal or financial matters resolved
during negotiation or administrative process by settlement or
final ruling agreeable to the Court, the Debtor will pay Mr.
Williams a contingency fee equal to 20% of any recovery obtained.

Mr. Williams assures the Court that he is "disinterested" as that
term is defined in Section 101(14) of the Bankruptcy Code.

                    Objections to Employment

Thomas Prime, Noretta Prime, Luther Caudill, and Champ Sells
objected to Mr. Williams' employment as the Trustee's special
counsel.  Judge Lundin has scheduled a hearing to consider the
objections on Nov. 30, 2006, 9:30 a.m., at the L. Clure Morton
Federal Building & Post Office, 9 Broad Street, Cookeville,
Tennessee.

Mr. Williams can be contacted at:

      Kenneth S. Williams, Esq.
      Madewell, Jared, Halfacre & Williams
      230 No. Washington Avenue
      Cookeville, Tennessee 38501
      Tel: (931) 526-6101
      Fax: (931) 528-1909
      http://www.mjhwlaw.com

Headquartered in Cookeville, Tennessee, Advocacy and Resources
Corporation is a non-profit corporation that manufactures food
products for feeding programs operated by the U.S. Government.
Customers include the U.S. Department of Agriculture, the
Department of Defense, and other private distribution firms.
The Company filed for chapter 11 protection on June 20, 2006
(Bankr. M.D. Tenn. Case No. 06-03067).  Michael E. Collins, Esq.,
serves as Chapter 11 Trustee.  Manier & Herod, PC, represents Mr.
Collins.  When the Debtor filed for chapter 11 protection, it
estimated assets and debts between $10 million and $50 million.


ALLIED HOLDINGS: Wants Partial Summary Judgment on Volvo Spat
-------------------------------------------------------------
Allied Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Georgia to enter
partial summary judgment on their complaint for turnover of
property of the estate and violation of the automatic stay against
Volvo Parts North America, Inc.

As reported in the Troubled Company Reporter on April 19, 2006,
Allied Automotive Group had asked the Court to compel Volvo to
turn over certain funds and prepetition deposits.  The Debtors
claimed that Volvo's continued possession of the funds is an
exercise of control over property of the Debtors' estate.  Volvo
asked the Court to dismiss the adversary proceeding initiated by
the Debtors and, alternatively, demanded a trial by jury.

Volvo has asked the U.S. Bankruptcy Court for the Northern
District of Georgia to enter a summary judgment declaring that
Volvo is entitled to, and did recoup, the overpayments against the
account balance of Allied Automotive.

Harris B. Winsberg, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, tells the Court that the Debtors are entitled to the
return of its overpayments because the excess funds that Volvo
refuses to turn over were generated by the Debtors' postpetition
overpayments.  The Debtors have a legal and equitable interest in
the Excess Funds, which are clearly property of the bankruptcy
estate, Mr. Winsberg says.

Mr. Winsberg adds that by applying the Excess Funds to the
prepetition debt and refusing their return without obtaining stay
relief, Volvo violated Section 362 of the Bankruptcy Code.
Volvo's actions merit an award of sanctions and attorney's fees to
the Debtors, Mr. Winsberg notes.

Moreover, Mr. Winsberg argues that Volvo is not entitled to recoup
the Excess Funds because, among other things, Volvo never made any
payments to the Debtors and the Excess Funds did not arise out of
the same transaction as the Debtors' prepetition debt.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts.  (Allied Holdings Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service, Inc. http://bankrupt.com/newsstand/
or 215/945-7000)


ALLIED HOLDINGS: S. Newlin Fights to Have Automatic Stay Lifted
---------------------------------------------------------------
Stephen G. Newlin asks the U.S. Bankruptcy Court for the Northern
District of Georgia to reconsider the order:

     a) denying his request to annul the automatic stay; and

     b) awarding compensatory damages to Allied Holdings, Inc.,
        and its debtor-affiliates.

As reported in the Troubled Company Reporter on Oct. 6, 2006, Mr.
Newlin asked the Court to lift the automatic stay, to allow him to
enforce a judgment against the Debtors' third party insurance
carriers or other non-debtor third parties.  He had previously
sought and obtained a default judgment against Allied Automotive
Group, Inc., for $1,575,000 on June 21, 2006.

The Honorable C. Ray Mullins subsequently denied Mr. Newlin's
request to annul the automatic stay.  Judge Mullins held that:

    * Mr. Newlin failed to show sufficient "cause" for annulling
      the automatic stay, to allow him to enforce a $1,575,000
      default judgment against the Debtors' third party insurance
      carriers or other non-debtor third parties;

    * no allegation that the Debtors acted in bad faith in filing
      their bankruptcy cases exists;

    * the Debtors have established that allowing Mr. Newlin to
      collect his $1,500,000 judgment against insurance coverage
      would impair their ability to obtain the release of
      restricted cash for their business operations and to fund
      their reorganization; and

    * Mr. Newlin's rights to proceed against the Debtors in an
      appropriate fashion will not be prejudiced if the stay is
      not annulled.

                         Reconsideration

Leon S. Jones, Esq., at Jones & Walden, LLC in Atlanta, Georgia,
asserts that neither Mr. Newlin nor his counsel took any action
to levy, collect, or exercise control over the property of the
estate.

Mr. Jones contends that the Debtors immediately sought sanctions
for contempt when more appropriate alternatives were available.
Specifically, Mr. Jones continues, the Debtors could have asked
the Court to invalidate the default judgment as to Allied
Automotive Group, Inc., or taken action under Section 549 of the
Bankruptcy Code.

Unlike any other creditors or parties asserting personal injury
claims, Mr. Newlin did not have notice of the bankruptcy to allow
him to timely file a proof of claim or request for relief from
the automatic stay, Mr. Jones explains.

Mr. Newlin have also repeatedly informed the Debtors that he
would not levy or take any action against them, but rather,
pursue third parties.

Since neither Mr. Newlin nor his counsel has ever willfully taken
any action to enforce the default judgment against the Debtors or
the Debtors' property, the Court should reconsider its order, Mr.
Jones submits.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts.  (Allied Holdings Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service, Inc. http://bankrupt.com/newsstand/
or 215/945-7000)


AMERIDEBT INC: Rebecca Lovell OK'd as Special Business Consultant
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland in
Greenbelt authorized Mark D. Taylor, Esq., the Chapter 11 Trustee
of AmeriDebt Inc. to employ Rebecca Lovell as special business
consultant, nunc pro tunc to Sept. 1, 2006.

Ms. Lovell was employed by the Debtor from July 2003 to August
2006 and was the Debtor's comptroller.

Before the Trustee's appointment, she was responsible for all
accounting functions including, but not limited to:

   -- maintaining the Debtor's financial books and records,

   -- reviewing accounts payable and receivable,

   -- updating the general ledger,

   -- supervising outside accountants and other financial
      professionals, and

   -- preparing the payroll.

She also was responsible for managing the Debtor's operating,
escrow, and global settlement bank accounts and has been
assembling and preparing all major reports required of a
chapter 11 debtor.

Since there are no longer any employees at the Debtor, the Trustee
said he does not wish to expend valuable estate resources on more
expensive professionals to accomplish these tasks.

Ms. Lovell will assist the Trustee in:

   -- administering the estate by providing litigation support,
   -- maintaining the books of the estate,
   -- preparing monthly operating reports, and
   -- performing other services as requested by the Trustee.

Ms. Lovell will bill at $50 per hour.

To the best of the Trustee's knowledge, Ms. Lovell is
disinterested pursuant to Section 101(14) of the Bankruptcy Code.

Headquartered in Germantown, Maryland, AmeriDebt, Inc. --
http://ameridebt.org/-- is a credit counseling company.  The
Company filed for chapter 11 protection on June 5, 2004 (Bankr. D.
Md. Case No. 04-23649).  When the Company filed for protection
from its creditors, it listed $8,387,748 in total assets and
$12,362,695 in total debts.  The Bankruptcy Court appointed Mark
D. Taylor, Esq., as the Debtor' chapter 11 trustee on Sept. 20,
2004.  Arent Fox PLLC represents Mr. Taylor.


B/E AEROSPACE:  Earns $31.4 Million in 2006 Third Quarter
---------------------------------------------------------
B/E Aerospace Inc. reported a $31.4 million net income on
$287.9 million of net sales for the quarter ended Sept. 30, 2006,
compared with a $10 million net income on $217.1 million of net
sales for the same period in 2005.

At Sept. 30, 2006, the company's balance sheet showed
$1.46 billion in total assets, $795.6 million in total
liabilities, and $668.8 million in total stockholders' equity.

Gross profit for the third quarter of 2006 of $100.8 million, or
35.0% of sales, increased by $24.2 million or 31.6%, as compared
to the same period last year.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2006, are available for
free at http://researcharchives.com/t/s?15b9

Based in Wellington, Florida, B/E Aerospace, Inc. (Nasdaq:BEAV)
-- http://www.beaerospace.com/-- manufactures aircraft cabin
interior products, and is an aftermarket distributor of aerospace
fasteners.  B/E designs, develops and manufactures a broad range
of products for both commercial aircraft and business jets. B/E
manufactured products include aircraft cabin seating, lighting,
oxygen, and food and beverage preparation and storage equipment.
The company also provides cabin interior design, reconfiguration
and passenger-to-freighter conversion services.  B/E sells and
supports its products through its own global direct sales and
product support organization.

                          *      *      *

As reported in the Troubled Company Reporter on Oct. 3, 2006,
Moody's Investors Service affirmed its B1 Corporate Family Rating
for B/E Aerospace, Inc., in connection with its new Probability-
of-Default and Loss-Given-Default rating methodology.  Moody's
also affirmed its Ba3 probability-of-default rating to B/E
Aerospace, Inc.'s Senior Secured Revolving Credit Facility due
2011.


BIO-RAD LABS: Earns $23.1 Million in Quarter Ended September 30
---------------------------------------------------------------
Bio-Rad Laboratories Inc. reported $23.1 million of net income on
$304.7 million of net revenues for the three months ended Sept.
30, 2006, compared to $16.2 million of net income on
$283.2 million of net revenues for the same period in 2005.

At Sept. 30, 2006, the company's balance sheet showed $1.5 billion
in total assets and $738.8 million in total liabilities.

As of Sept. 30, 2006, the Company had $238.4 million in cash and
cash equivalents.  The Company also had $29.2 million available
under international lines of credit and $243.2 million of short-
term investments.  Under the $150.0 million restated and amended
Revolving Credit Facility, the Company has $145.6 million
available with $4.4 million reserved for standby letters of credit
issued by the company's banks to guarantee its obligations to
certain insurance companies related to the deductible on the co-
insurance provision of policies issued for the company as the
beneficiary.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?15ad

                         Acquisitions

On Aug. 14, 2006, Bio-Rad signed a definitive agreement to acquire
Ciphergen Biosystems, Inc.'s ProteinChip Systems(R) business and
worldwide technology rights to the Surface Enhanced Laser
Desorption/Ionization (SELDI-TOF-MS) for approximately $20 million
in cash.  The acquisition will include certain product lines,
manufacturing capability, and intellectual property as well as
access to Ciphergen's life science customer base.  In addition,
Bio-Rad will make a $3 million equity investment in Ciphergen.

In October 2006, Bio-Rad completed the acquisition of Blackhawk
BioSystems Inc. for approximately $17 million.  Blackhawk is a
provider of quality control products used in infectious disease
testing.  With the acquisition of the Blackhawk infectious disease
controls, we will be able to offer a broader line of quality
control products for the clinical laboratory.  This acquisition
will be included in the Clinical Diagnostics segment.

                 About Bio-Rad Laboratories

Bio-Rad Laboratories, Inc. (AMEX: BIO) (AMEX: BIOb) --
http://www.bio-rad.com/-- is a multinational manufacturer and
distributor of life science research products and clinical
diagnostics.  Based in Hercules, California, Bio-Rad serves more
than 70,000 research and industry customers worldwide through a
network of more than 30 wholly owned subsidiary offices.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 12, 2006,
Moody's Investors Service confirmed its Ba2 Corporate Family
Rating for Bio-Rad Laboratories Inc. in connection with its
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology.


BOWNE & CO: Incurs $11.7 Mil. Net Loss in Quarter Ended Sept. 30
----------------------------------------------------------------
Bowne & Co. Inc. posted an $11.7 million net loss on
$175.1 million of net revenues for the three months ended Sept.
30, 2006, in contrast to a $2.3 million net income on
$152.3 million of net revenues for the same period in 2005.

At Sept. 30, 2006, the company's balance sheet showed $517.5
billion in total assets and $252.9 million in total liabilities.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?15b0

"Our sharpened focus on our core businesses is paying off, as
demonstrated by our strongest third quarter in six years," said
Bowne Chairman and Chief Executive Officer Philip E. Kucera.
"We've accelerated the integration of Marketing & Business
Communications and we continue to be optimistic about its future
performance."

"This was another strong quarter for Bowne," added David J. Shea,
Bowne President and Chief Operating Officer.  "We're particularly
pleased with Financial Print's gains in transactional market share
despite a decline in market activity in the third quarter.  We
believe the strategic decisions we've made in 2006 position us
well for 2007 in all of the markets we serve."

                    Discontinued Operations

During the quarter the Company completed the sale of
DecisionQuest.  The 2006 third quarter loss of $12.1 million from
discontinued operations includes the $5.1 million loss, net of
tax, from the sale, and a $4.9 million charge, net of tax, for the
costs associated with exiting the leased facilities of
DecisionQuest and Bowne Business Solutions.  The year-to-date
loss, net of tax, of $15.9 million includes the aforementioned
items, a $6.0 million gain, net of tax, on the sale of CaseSoft, a
joint venture investment held by DecisionQuest which was sold in
May 2006, and a $10.0 million goodwill impairment charge, net of
tax, recorded in the second quarter related to DecisionQuest.

                       About Bowne & Co.

Based in New York City, Bowne & Co., Inc. (NYSE: BNE)
-- http://www.bowne.com/-- is a printing company, which
specializes in financial documents such as prospectuses, annual
and interim reports, and other paperwork required by the SEC.
Bowne also handles electronic filings via the SEC's EDGAR system
and provides electronic distribution and high-volume mailing
services.  The financial printing business accounts for the bulk
of the company's sales.  Bowne also offers marketing and business
communications services and litigation support software.  The
Company has 3,500 employees in 78 offices around the globe.

                          *   *   *

Bowne & Co., Inc.'s $75 million Convertible Subordinated
Debentures due 2033 and Corporate Family rating carry Moody's
Investors Service's B2 and Ba3 rating.


CALPINE CORPORATION: Wants PMCC Settlement Agreement Approved
-------------------------------------------------------------
Calpine Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to approve their
Settlement Agreement with PMCC Calpine New England Investment, LLC
and PMCC Calpine NEIM, LLC.

As of Dec. 20, 2005 Date, Debtors Rumford Power Associates Limited
Partnership and Tiverton Power Associates Limited Partnership
owned certain real property located in Rumford, Maine, and
Tiverton, Rhode Island.  Pursuant to a leveraged lease
transaction, Rumford and Tiverton were also parties to certain
ground and facility leases related to two gas-fired combined cycle
electric generating facilities located on their own real
properties.  Under the Leases, Rumford and Tiverton leased real
properties to PMCC Calpine New England Investment, LLC, who in
turn leased the Power Plants to the Debtors.

In addition to the Leases, the parties entered into a series of
other agreements governing the leveraged lease transaction,
including:

   * a participation agreement, which governed many of the rights
     and obligations of the parties to the leveraged lease
     transaction; and

   * two tax indemnity agreements with PMCC Calpine NEIM, LLC, as
     the Owner Participant.

In connection with the leveraged lease transaction, PMCC
Investment, as the Owner Lessor, entered into an indenture,
pursuant to which PMCC Investment issued two notes -- one related
to each of the Power Plants.  The Lessor Notes are held by one
pass through trust, which is currently administered by U.S. Bank
National Association.

In June 2006, the Court authorized the Debtors to transfer assets
necessary for the operation of the Rumford and Tiverton electric
generating power plants to a receiver, Bennett L. Spiegel, Esq.,
at Kirkland & Ellis LLP, in New York, relates.

The Court also set Feb. 6, 2006, as the effective rejection date
of the Lease Agreements among the Debtors, PMCC Investment and
PMCC NEIM.

Three weeks after, the Debtors sought to reject the remaining
executory contracts associated with the Rumford and Tiverton
leveraged lease transaction.  PMCC NEIM objected to the Rejection
Notice, particularly the rejection of the Tax Indemnity
Agreements.

Subsequently, PMCC NEIM filed 11 proofs of claim for more than
$200,000,000 against Rumford and Tiverton and against Calpine
Corporation, in respect of its guaranty obligations to Rumford
and Tiverton.

The Debtors and the Official Committee of Unsecured Creditors
believe that grounds exist to challenge the Claims and that many
of those challenges would be resolved in favor of the Debtors.
The claims litigation, however, would require both the Debtors
and the Creditors Committee to expend significant time and estate
resources to analyze and to object to the Settled Claims.

Accordingly, PMCC Investment, PMCC NEIM, and the Debtors, in
consultation with the Committee, agree to:

   (a) settle the Claims for $17,500,000;

   (b) deem all contracts related to the leveraged transactions
       rejected effective June 30, 2006;

   (c) release each other from all claims arising out of
       leveraged transaction documents, except for the Settled
       Claim; and

   (d) require the Debtors to remain neutral in connection with
       any claim filed in connection with the October 2005 Letter
       of Credit or any its proceeds.

A full-text copy of the Rumford and Tiverton Settlement Agreement
is available for free at http://ResearchArchives.com/t/s?15ab

Absent the proposed settlement, the Debtors believe that PMCC
NEIM would continue to assert claims for more than $17,500,000.
Moreover, the length of time and expense involved with litigating
the Settled Claims would turn a threatened litigation that can be
resolved amicably between the parties into a multiple year battle,
Mr. Spiegel says.

Headquartered in San Jose, California, Calpine Corporation
(OTC Pink Sheets: CPNLQ) -- http://www.calpine.com/-- supplies
customers and communities with electricity from clean, efficient,
natural gas-fired and geothermal power plants.  Calpine owns,
leases and operates integrated systems of plants in 21 U.S. states
and in three Canadian provinces.  Its customized products and
services include wholesale and retail electricity, gas turbine
components and services, energy management and a wide range of
power plant engineering, construction and maintenance and
operational services.

The company previously produced a portion of its fuel consumption
requirements from its own natural gas reserves. However, in July
2005, the company sold substantially all of its remaining domestic
oil and gas assets to Rosetta Resources Inc.

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


CALPINE CORP: Sell Turbines to Consorcio Pacific for $48 Million
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Calpine Corp. and its debtor-affiliates to sell four
Siemens Power Generation Model Econopac combustion turbines to
Consorcio Pacific Rim Energy Yucal Placer HTE for $48,000,000.

As reported in the Troubled Company Reporter on Oct. 24, 2006,
the Siemens Power Generation Model Econopac combustion turbines
are surplus equipment and remain unused and in storage in North
Las Vegas, Nevada, and Charlotte, North Carolina, Bennett L.
Spiegel, Esq., at Kirkland & Ellis LLP, in New York, tells the
Court.

Mr. Spiegel adds that the Debtors also do not have any
prospective projects in which the Turbines are likely to be
utilized in the near future.

As part of their business operations, the Debtors engaged
marketing and sale efforts to dispose of the Siemens Turbines.
Mr. Spiegel relates that since the Dec. 20, 2005 Petition Date,
the Debtors have received offers for the Turbines from several
interested purchasers.  Some of the Offers sought to purchase
multiple turbines, while others sought to purchase both turbines
and other equipment in bulk.

After a review of the Offers, the Debtors, in consultation with
the Official Committee of Unsecured Creditors and the Unofficial
Committee of Second Lien Debtholders, determined that the Offer
proposed by Consorcio Pacific is the highest and best offer.

Consequently, the Debtors and Consorcio Pacific entered into a
Purchase and Sale Agreement, which provides that:

   (a) Consorcio Pacific will pay the Debtors $48,000,000, in the
       aggregate, for the four Turbines;

   (b) After signing the PSA, Consorcio Pacific will deliver a
       $4,800,000 deposit to the Union Bank of California to be
       held in an escrow account;

   (c) The assets include, among other things, the four Siemens
       turbines, and all equipment and materials, written
       contracts, books and records related to them.  Each of the
       four turbine packages consists of a generator, a
       combustion turbine and other miscellaneous related
       equipment;

   (d) Consorcio Pacific will pay all excise taxes imposed by any
       government authority with respect to the sale of the
       Turbines;

   (e) In the event of a material loss or damage to the Turbines,
       the Debtors will report to Consorcio Pacific that material
       loss in detail.

       If the Material Loss is up to $1,000,000 on one Turbine
       Or up to $2,000,000 in the aggregate for all Turbines,
       Consorcio Pacific will proceed to Closing on all Turbines
       that have not suffered a material loss and the Debtors
       will have to repair or replace the loss on any Affected
       Turbine.  If the Debtors are unable to repair the Affected
       Turbine, Consorcio Pacific will have the right to elect
       not to purchase the Unrepaired Turbine.

       If the Material Loss is greater than $1,000,000 on one
       Turbine and up to $2,000,000 in the aggregate for all
       Turbines, Consorcio Pacific will have the right to decline
       purchase of the Turbines;

   (f) The Debtors will maintain and store the Turbines until the
       applicable Closing;

   (g) Consorcio Pacific will have the sole responsibility of
       procuring any missing items if the missing item costs less
       than $10,000.  If the missing item costs more than
       $10,000, the Debtors will have to procure that missing
       item;

   (h) If the Debtors enter into an alternative transaction with
       another bidder other than Consorcio Pacific, Consorcio
       Pacific will receive a $880,000 Break-Up Fee.  The payment
       of the Break-Up Fee will constitute an allowed
       administrative expense of the Debtors' estate, and will be
       paid from the deposit or other proceeds of the Alternative
       Transaction.

A full-text copy of the Consorsio Pacific PSA is available for
free at http://ResearchArchives.com/t/s?13d8

Headquartered in San Jose, California, Calpine Corporation
(OTC Pink Sheets: CPNLQ) -- http://www.calpine.com/-- supplies
customers and communities with electricity from clean, efficient,
natural gas-fired and geothermal power plants.  Calpine owns,
leases and operates integrated systems of plants in 21 U.S. states
and in three Canadian provinces.  Its customized products and
services include wholesale and retail electricity, gas turbine
components and services, energy management and a wide range of
power plant engineering, construction and maintenance and
operational services.

The company previously produced a portion of its fuel consumption
requirements from its own natural gas reserves. However, in July
2005, the company sold substantially all of its remaining domestic
oil and gas assets to Rosetta Resources Inc.

The company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 31; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


CALYPTE BIOMEDICAL: Sept. 30 Balance Sheet Upside-Down by $7.2MM
----------------------------------------------------------------
Calypte Biomedical Corp reported a $4.2 million net loss on
$68,000 of revenues for the third quarter ended Sept. 30, 2006,
compared with a $3 million net loss on $166,000 of revenues for
the same period in 2005.

The increase in net loss for the quarter ended Sept. 30, 2006 was
primarily due to the increase in net interest expense to $
3.1 million in the third quarter of 2006, compared with the net
interest expense of $1.1 million in the third quarter of 2005.

At Sept. 30, 2006, the Company's balance sheet showed $8.5 million
in total assets and $15.6 million in total liabilities, resulting
in a $7.2 million total stockholders' deficit.   Additionally,
accumulated deficit at Sept. 30, 2006 stood at $165.3 million.

The Company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $1.2 million in total current assets
available to pay $11.9 million in total current liabilities.

The company's $1.3 million loss from operations for the third
quarter of 2006 reflects a 7% decrease compared with the
$1.4 million loss from continuing operations reported for the
third quarter of 2005.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2006, are available for
free at  http://researcharchives.com/t/s?15ae

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 1, 2006,
Odenberg, Ullakko, Muranishi & Co. LLP, expressed substantial
doubt about Calypte Biomedical Corporation's ability to continue
as a going concern after it audited the company's financial
statement for the year ended Dec. 31, 2005.  The auditing firm
points to the company's recurring losses from operations and
negative cash flows.

Headquartered in Lake Oswego, Oregon, Calypte Biomedical
Corporation -- http://www.calypte.com/-- manufactures testing
solutions for HIV, STDs, and other chronic diseases.


CARRAWAY METHODIST: Cabaniss Johnston Approved as Special Counsel
-----------------------------------------------------------------
The Honorable Tamara O. Mitchell of the U.S. Bankruptcy Court for
the Northern District of Alabama in Birmingham authorized Carraway
Methodist Health Systems and its debtor-affiliates to employ
Cabaniss, Johnston, Gardner, Dumas & O'Neal as their special
corporate counsel.

As reported in the Troubled Company Reporter on Oct. 3, 2006,
Cabaniss Johnston will:

    a. represent the Debtors in general corporate matters,
       including the closing of the sale, and to prepare related
       necessary resolutions, minutes, contracts, reports,
       pleadings and other legal documents, including an Asset
       Purchase Agreement and related documents; and

    b. represent the Debtors in all other matters arising out of
       the Debtors' operations, including, without limitation,
       healthcare, litigation, ERISA, tax, labor and employment,
       real estate, and environmental matters.

Roy J. Crawford, Esq., a partner at Cabaniss Johnston, told the
Court that the Firm's professionals bill:

         Professional                   Hourly Rate
         ------------                   -----------
         Partners                       $230 - $400
         Associates                     $120 - $220
         Legal Assistants                $70 - $100

Mr. Crawford assured the Court that the Firm does not represent or
hold any interest adverse to the Debtors or their estates.

Based in Birmingham, Alabama, Carraway Methodist Health Systems,
dba Carraway Methodist Medical Center -- http://www.carraway.org/
-- is a teaching hospital, referral center and acute care hospital
that serves Birmingham and north central Alabama.  The Company and
its affiliates filed for chapter 11 protection on Sept. 18, 2006
(Bankr. N.D. Ala. Case No. 06-03501).  Christopher L. Hawkins,
Esq., Helen D. Ball, Esq., and Patrick Darby, Esq., at Bradley
Arant Rose & White LLP, represent the Debtors.  When the Debtors
filed for protection from their creditors, they listed estimated
assets between $10 million and $50 million and estimated debts of
more than $100 million.  The Debtor's exclusive period to file a
chapter 11 plan expires on Jan. 16, 2007.


CARRAWAY METHODIST: J.H. Cohn Okayed as Panel's Financial Advisor
-----------------------------------------------------------------
The Honorable Tamara O. Mitchell of the U.S. Bankruptcy Court for
the Northern District of Alabama in Birmingham authorized the
Official Committee of Unsecured Creditors of Carraway Methodist
Health Systems and its debtor-affiliates to retain J.H. Cohn LLP
as its accountant and financial advisor, nunc pro tunc to Oct. 4,
2006.

J.H. Cohn will:

   a. monitor the Debtors' postpetition operating results and
      cash flows;

   b. review the books and record of the Debtors for related
      party and fraudulent transactions;

   c. review and analyze the Debtors' cash management systems;

   d. review the Debtors' forecasts and budgets;

   e. identify and evaluate strategies to maximize value of the
      Debtors' estate;

   f. monitor the sale or liquidation process;

   g. assist in the preparation of a plan as requested by the
      Committee and its counsel;

   h. review and analyze the Debtors' historical financial
      information and report on the circumstances surrounding
      the deterioration of the Debtors' businesses;

   i. assist the Committee in negotiations with the Debtors and
      other parties-in-interest; and

   j. render assitance as the Committee and its counsel may deem
      necessary.

Clifford A. Zucker, CPA, a member at J.H. Cohn, disclosed the
firm's billing rates:

      Designation                Hourly Rate
      -----------                -----------
      Senior Partner                 $550
      Partner                        $495
      Director                       $420
      Senior Manager                 $400
      Manager                        $385
      Senior Accountant              $300
      Staff Accountant               $210
      Paraprofessional               $140

Mr. Zucker assured the Court that the Firm does not represent nor
hold interest adverse to the Committee and the Debtors and is
disinterested pursuant to Section 101(14) of the Bankruptcy Code.

Based in Birmingham, Alabama, Carraway Methodist Health Systems,
dba Carraway Methodist Medical Center -- http://www.carraway.org/
-- is a teaching hospital, referral center and acute care hospital
that serves Birmingham and north central Alabama.  The Company and
its affiliates filed for chapter 11 protection on Sept. 18, 2006
(Bankr. N.D. Ala. Case No. 06-03501).  Christopher L. Hawkins,
Esq., Helen D. Ball, Esq., and Patrick Darby, Esq., at Bradley
Arant Rose & White LLP, represent the Debtors.  When the Debtors
filed for protection from their creditors, they listed estimated
assets between $10 million and $50 million and estimated debts of
more than $100 million.  The Debtor's exclusive period to file a
chapter 11 plan expires on Jan. 16, 2007.


CATHOLIC CHURCH: Portland's FCR Can't Represent Indiv. Claimants
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon rules that
the Future Claimants Representative has no power or duty to
represent particular individuals who assert that they are members
of the class of Future Claimants or to make available to those
individuals attorneys or other professionals.

The Court says that the primary duty of the Future Claimants
Representative is to represent the collective interests of the
Future Claimants as a class with regard to their child abuse
claims against the Archdiocese of Portland.

Each individual who asserts that he or she is a Future Claimant is
responsible for liquidating or settling, at his or her own
expense, his or her child abuse claim against Archdiocese.

Prior to the Court's ruling, David A. Foraker, Esq., at Greene &
Markley, P.C., in Portland, Oregon, in his capacity as legal
representative of future claimants in the Chapter 11 case of the
Archdiocese of Portland in Oregon, asks the U.S. Bankruptcy Court
for the District of Oregon for guidance regarding his powers and
duties with respect to individuals who assert that they are
"Future Claimants."

Specifically, but without limitation, Mr. Foraker asks Judge
Perris to determine whether and, if so, the extent to which he has
a duty to provide or make available to a member of his
constituency legal representation that is specific to that
individual.

Mr. Foraker says he does not know what he should do and what he
can do with regard to a request for an attorney made by Jerald R.
Laskey, who asserts that he is a future claimant.  Mr. Foraker
notes that the FCR Appointment Order does not specifically deal
with or address that issue.

Mr. Foraker relates that he has solicited input from the
Archdiocese with regard to the matter, but those efforts to find a
mutually satisfactory solution were unsuccessful.

Mr. Foraker says the Court's clarification on the issue is
important to assist him in dealing with requests for assistance
made by persons who assert that they are future claimants.

                        Portland Responds

Representing the Archdiocese, Thomas W. Stilley, Esq., at Sussman
Shank LLP, in Portland, Oregon, tells Judge Perris that the FCR's
duties are to the collective interests of all the Future
Claimants; he cannot and should not represent any individual
Future Claimant or advocate on behalf of any individual Future
Claimant whose interest might be contrary to the collective
interests of all Future Claimants.

Mr. Laskey and all other future claimants should be required to
retain their own counsel, Mr. Stilley contends.  Portland is
unaware of any authority that would permit the Court to appoint an
attorney for any Future Claimant at the estate's expense.

Mr. Stilley notes that the there are many pro se tort claimants in
Portland's case, many of whom have resolved their claims with the
Archdiocese.

Bankruptcy cases are replete with creditors who are unable to
obtain counsel and who prosecute their own claims, either because
no attorney is willing to represent them or because they choose to
proceed without counsel, Mr. Stilley reminds the Court.  No
exception should be made for any similarly situated individuals
simply because they allege to be Future Claimants and the FCR is
concerned that he may have a duty to provide them with
representation, Mr. Stilley argues.

Portland suggests that any Future Claimant who comes forward
should be required to file a claim.  "That will permit the
[Archdiocese] to determine whether to file an objection to the
claim and will permit the claims allowance process to proceed,"
Mr. Stilley explains.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 73; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CATHOLIC CHURCH: Tucson Wants Immaculate Heart Sisters Pact Okayed
------------------------------------------------------------------
The Diocese of Tucson asks the U.S. Bankruptcy Court for the
District of Arizona to approve the Settlement Agreement with the
Sisters of the Immaculate Heart of Mary, Inc.  Tucson believes
that the Settlement is in the best interest of its estate and
creditors.

The Diocese of Tucson and the Immaculate Heart Sisters have
disputes over certain claims for indemnity and contribution
related to alleged tort claims on account of sexual abuse by
priests or brothers associated with the Immaculate Heart Sisters
who worked in the Diocese.  The Tucson Diocese and the Immaculate
Heart Sisters are co-defendants in certain litigation involving
clergy abuse.

After arm's-length negotiations, the Diocese and the Immaculate
Heart Sisters agreed to settle the dispute.  In consideration of
being treated as a Participating Third Party and a Released Party
under the Diocese's confirmed Chapter 11 Plan, the Immaculate
Heart Sisters will contribute $50,000 in five equal annual
installments to the Settlement Trust established under the Plan.

The Immaculate Heart Sisters will pay a 10% interest in the event
it fails to timely make the payments.

The parties execute mutual releases.  If, contrary to the parties'
specific intent, any claims released include claims that are
deemed for any reason to survive the agreement and the Plan
effective date, the parties forever waive entitlement to and agree
not to assert those claims.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  Tucson's Third Amended and Restated Plan of
Reorganization became effective on Sept. 20, 2005.  (Catholic
Church Bankruptcy News, Issue No. 73; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


CHENIERE ENERGY: Posts $33.1 Million Loss in 2006 Third Quarter
----------------------------------------------------------------
Cheniere Energy reported a $33.1 million net loss on $737,000 of
revenues for the quarter ended Sept. 30, 2006, compared with an
$8 million net income on $729,000 of revenues for the same period
in 2005.

At Sept. 30, 2006, the company's balance sheet showed $1.6 billion
in total assets, $1.4 billion in total liabilities, and ]
$218 million in total stockholders' equity.  Additionally,
accumulated deficit stood at $153.8 million at Sept. 30, 2006.

The major factors contributing to the $33.1 million 2006 third
quarter net loss were:

    * charges for general and administrative expenses of
      $12.0 million,

    * an income tax provision of $15.1 million,

    * interest expense of $10.9 million, and

    * LNG receiving terminal and pipeline development expenses of
      $2.9 million.

These factors were partially offset by interest income of
$11.1 million.

                Liquidity and Capital Resources

The Company relates that its three LNG receiving terminal
projects, as well as its related proposed natural gas pipelines,
will require significant amounts of capital and are subject to
risks and delays in completion.  In addition, the Company says
that its marketing business will need a substantial amount of
capital for hiring employees, satisfying creditworthiness
requirements of contracts and developing the systems necessary to
implement its business strategy.

The Company notes however that even if successfully completed and
implemented, the LNG-related business activities are not expected
to begin to operate and generate cash flows before the first
quarter of 2008, at the earliest.

The company currently estimates that the cost of completing its
three LNG receiving terminals will be approximately $3 billion,
before financing costs. In addition, it expects that capital
expenditures of approximately $800 million to $1 billion will be
required to construct its three related natural gas pipelines.

As of September 30, 2006, the company had working capital of
$681.6 million but must be augmented with significant additional
funds in order to carry out its long-term business plan.  The
Company currently expects that its capital requirements will be
financed in part through cash on hand, issuances of project-level
debt, equity or a combination of the two and in part with net
proceeds of debt or equity securities issued by Cheniere or its
subsidiaries or other borrowings.

Full-text copies of the company's consolidated third quarter
financial statements are available for free at:

                http://researcharchives.com/t/s?15a1


                       About Cheniere Energy

Based in Houston, Texas, Cheniere Energy Inc. (AMEX:LNG) operates
a network of three, 100% owned, onshore LNG receiving terminals,
and related natural gas pipelines, along the Gulf Coast of the
United States.  The company is in the early stages of developing a
business to market LNG and natural gas. To a limited extent, it is
also engaged in oil and natural gas exploration and development
activities in the Gulf of Mexico.  The company operates four
business segments: LNG receiving terminal, natural gas pipeline,
LNG and natural gas marketing, and oil and gas exploration and
development.

                           *     *     *

Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Cheniere Energy Inc. and affirmed its 'BB' rating
on the $600 million term B bank loan at Cheniere LNG Holdings LLC,
an indirectly owned, 100% subsidiary of Cheniere Energy.  The
outlook is stable.


CLEAR CHANNEL: Faces Shareholder Suit Over Merger Pact
------------------------------------------------------
Clear Channel Communications Inc. and its directors face a suit in
a Texas state court following its $18.7 billion merger agreement
with its founding family, Bain Capital Partners and Thomas H. Lee
Partners, Reuters reports.

AS reported in the Troubled Company Reporter on Nov. 17, 2006, the
Company accepted the $26.7 billion buyout offer from Bain Capital.

The class action, which charges the Company with breaching their
fiduciary duties by agreeing to sell the Company to Mays family,
and two private equity firms, was filed Thursday, November 23, in
the District Court for the 166th Judicial District in Bexar
County.

The lawsuit disclosed that the defendants "are acting contrary to
their fiduciary duty to maximize value on a change in control of
the company," the Reuters says.

The lawsuit added a statement that the deal is unfair "because it
will take Clear Channel private at a wholly inadequate price, the
proposed transaction will, for inadequate consideration, deny the
plaintiff and other members of the class the opportunity to share
proportionately in the future success of the company and its
valuable assets."

The plaintiff Lou Ann Murphy, according to Reuters, sought an
injunction against the deal, or damages should the transaction be
completed.

Pursuant to the takeover deal, the Company can still solicit other
bids through Dec. 7, and negotiate until Jan. 5, 2006.

San Antonio, Texas-based Clear Channel Communications, Inc.
(NYSE: CCU) -- http://www.clearchannel.com/-- is a media and
entertainment company specializing in "gone from home"
entertainment and information services for local communities and
premiere opportunities for advertisers.  The company's businesses
include radio, television and outdoor displays.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 17, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Clear Channel Communications
Inc. to 'BB+' from 'BBB-'.  The ratings remain on CreditWatch with
negative implications, where they were placed on Oct. 26, 2006,
following the company's announcement that it was exploring
strategic alternatives to enhance shareholder value.

As reported in the Troubled Company Reporter on Nov. 17, 2006,
Fitch Ratings downgraded Clear Channel Communications Inc.'s
ratings at Issuer Default Rating to 'BB-' from 'BBB-'; and Senior
unsecured to 'BB-' from 'BBB-'.  The ratings remain on Rating
Watch Negative.

As reported in the Troubled Company Reporter on Oct. 30, 2006,
Moody's Investors Service placed the (P)Ba2 Multiple Seniority
Shelf Rating for Clear Channel Communications Inc. on review for
possible downgrade.


COI MIDWEST: Has Until March 27 to File Chapter 11 Plan
-------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extends until March 27, 2007, the period within which COI Midwest
Investments LLC has the exclusive right to file a chapter 11 plan
of reorganization.  The Court also extends the time to solicit
acceptances of that plan to May 26, 2007.

As reported in the Troubled Company Reporter on Oct. 6, 2006, the
Debtor explained that during the first two to three months of its
chapter 11 case, it devoted substantial time to negotiate a sale
agreement with Prime Measurement Products, Inc.  In addition, the
Debtor says it has been working diligently to hire the necessary
professionals in order to prepare the property for sale.

The Debtor says that the property will be ready for marketing in
the first quarter of 2007 and that the extension will give it more
time to prepare a successful disclosure statement and provide a
meaningful distribution to creditors and equity holders as a
result of the property sale.

Headquartered in the City of Industry, California, COI Midwest
Investments LLC leases its real property in Canyon Road.  The
Company filed for bankruptcy protection on June 1, 2006 (Bankr.
C.D. Calif. Case No. 06-12329).  Ron Bender, Esq., and David B.
Golubchik, Esq., at Levene, Neale, Bender, Rankin & Brill, LLP,
represent the Debtor in its restructuring efforts.  When the
Debtor filed for bankruptcy, it reported assets amounting between
$10 million and $50 million and debts aggregating between
$1 million and $10 million.


COMMUNITY HEALTH: Earns $8.2 Million in Third Quarter of 2006
-------------------------------------------------------------
Community Health Systems, Inc., reported net income of
$8.2 million on $1.1 billion of net operating revenues for the
quarter ended Sept. 30, 2006, compared with a $42.9 million net
income on $929.3 million of net operating revenues for the same
period in 2005.

The 20.9% increase in net operating revenues was due to increases
in both admissions and surgical volume.

The Company discloses that it increased its allowance for bad
doubtful accounts by $65 million for the quarter ended Sept. 30,
2006, in order to reflect lower cash collection which the company
experienced during the quarter ended Sept. 30, 2006 from self-pay
accounts.

After taking into account the effect of the change in estimate of
allowance for doubtful accounts, the company generated
$8.2 million in income from continuing operations, a decline of
81.3% over the three months ended Sept. 30, 2005.

Operating expenses, as a percentage of net operating revenues,
increased from 85.2% for the third quarter ended Sept. 30, 2005 to
91.9% for the third quarter ended Sept. 30, 2006, mainly due to
the increase in the provision for bad debts and increased salaries
and benefits paid.

At Sept. 30, 2006, the company's balance sheet showed $4.3 billion
in total assets, $2.6 billion in total liabilities, and
$1.7 billion in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the third quarter ended Sept. 30, 2006, are
available for free at http://researcharchives.com/t/s?157f

                    Senior Secured Facility

On Aug. 19, 2004, the Company entered into a $1.625 billion senior
secured credit facility, consisting of a $1.2 billion term loan
with a final maturity in 2011 and a $425 million revolving tranche
that matures in 2009, with a consortium of lenders which was
subsequently amended on Dec. 16, 2004 and July 8, 2005.

As of Sept. 30, 2006, available additional borrowings under the
revolving credit facility was $153 million, of which $21 million
is set aside for outstanding letters of credit.  The Company may
also add up to $200 million of borrowing capacity from receivable
transactions, including securitizations, under its senior secured
credit facility which has not yet been accessed, and an additional
one or more tranches of term loans in the aggregate principal
amount of $400 million.

                     About Community Health

With a portfolio of 76 hospitals in 22 states, Community Health
Systems, Inc., is the largest non-urban provider of general
healthcare services in the United States in terms of number of
facilities and net operating revenues.  The company concentrates
its operations in rural markets where in 85% of them, they are the
sole provider.  The company provides a broad range of general
hospital healthcare services to patients in the communities in
which it is located.

                          *      *      *

As reported in the Troubled Company Reporter on Oct. 19, 2006,
Fitch affirmed its 'BB' rating for both the company's Issuer
Default and Senior secured bank facility, and a 'B+' rating on the
company's Senior subordinated notes.  The Rating Outlook is
Stable.

As reported in the Troubled Company Reporter on Oct. 2, 2006,
Moody's Investors Service affirmed its 'Ba3' Corporate Family
Rating for Community Health Systems, Inc. and its 'B2' rating on
the company's $250 million issue of 6.5% senior subordinated notes
due 2012, in connection with its implementation of the new
Probability-of-Default and Loss-Given-Default rating methodology
for the U.S. Hospital and Long-term Care sectors.  Moody's also
assigned an LGD6 rating to those bonds, suggesting noteholders
will experience a 92% loss in the event of default.


COMPLETE RETREATS: Wants to Sell Substantially All Assets for $98M
------------------------------------------------------------------
Complete Retreats LLC and its debtor-affiliates seek the U.S.
Bankruptcy Court for the District of Connecticut's authority to
sell substantially all of their assets to Ultimate Resort LLC for
$98,000,000, free and clear of all liens, claims and encumbrances.

After exploring a variety of strategic alternatives, the Debtors
ascertained that they are not able to sustain further losses on
operations while a formal reorganization process takes place,
Jeffrey K. Daman, Esq., at Dechert LLP, in Hartford, Connecticut,
relates.  The Debtors thus concluded that a prompt sale of
substantially all of their assets is the optimal means of
preserving value in the Chapter 11 cases for the benefit of all
parties-in-interest.

To that end, the Debtors extensively marketed their assets,
negotiated with multiple potential investors and buyers, and
conducted a private auction of their assets among the parties who
had submitted the three best offers.

Accordingly, in consultation with the support of the Official
Committee of Unsecured Creditors, the Debtors have determined
that Ultimate Resort's offer is the highest and best bid for the
Assets.

Pursuant to an asset purchase agreement between the parties,
Ultimate Resort will acquire most of the Debtors' assets,
properties, assumed executory contracts and unexpired leases, and
rights, in exchange for cash consideration.

A list of the Debtors' Domestic and Foreign Properties that
Ultimate Resort will acquire is available for free at:

               http://researcharchives.com/t/s?15c4

The Acquired Assets do not include any of the Debtors' right,
title and interest in, among others, all in force director and
officer insurance policies, capital stock or equivalent ownership
interests of the Debtors, amounts due to the Debtors from any
other Debtor, certain real property and inventory, certain
contracts and leases, and the Existing Membership Contracts.

The Excluded Real Properties include:

   Property                              Location
   --------                              --------
   4165 Kamalani Lane                    Princeville, HI
   14 W. Cottage Circle                  Bluffton, SC
   Black Bear Condominiums               Park City, UT
   61 Las Ceresas, Casa de Campo         Dominican Republic
   Casa Dorada                           Cabo San Lucas
   Esparanza #1802                       Cabo San Lucas
   St. James Place Unit 21               Cabo San Lucas
   Unit 7A, Rancho Manana                Scottsdale, AZ
   River Club Condos, Units 102 & 104    Telluride, CO
   Grand Summit #476/478                 Park City, UT
   Casa Aurora                           Cayo Espanto, Belize
   Casa Brisa                            Cayo Espanto, Belize
   Casa Estrella                         Cayo Espanto, Belize
   Casa Manana                           Cayo Espanto, Belize
   Casa Olita                            Cayo Espanto, Belize

On the effective date of the APA, Ultimate Resort will deliver to
the Debtors a $10,000,000 deposit, to be held by the Debtors in
escrow.

To facilitate and effect the Sale, the Debtors seek to assume and
assign certain contracts to Ultimate Resort to the extent
required in connection with the Sale.

The Debtors intend to reject certain executory contracts and
unexpired leases that are not assumed and assigned to Ultimate
Resort in connection with the Sale.

The Debtors will identify the Assumed and Rejected Contracts and
Leases at or prior to the Sale Hearing.

At the Closing, Ultimate Resort will assume:

   (1) postpetition ordinary course liabilities and obligations
       not exceeding $200,000 for accounts payable;

   (2) liabilities and obligations arising out of the Assumed
       Contracts and all cure costs;

   (3) liabilities and obligations occurring on or after the
       Closing Date relating to or arising out of the Acquired
       Assets, the Assumed Liabilities, or the Debtors' business;

   (4) existing reservations of the Debtors' members who will
       accept new membership Contracts with respect to the
       Acquired Real Properties and, to the extent possible upon
       Ultimate Resort's commercially reasonable efforts to
       accommodate the requests, the existing reservations of
       members accepting new membership contracts with respect to
       those properties not included in the Acquired Assets that
       can be transferred to other Properties owned by Ultimate
       Resort;

   (5) liabilities and obligations under the New Membership
       Contracts; and

   (6) liabilities and obligations arising from the severance of
       any of the Debtors' employees on or after the effective
       date of the Sale up to $100,000.

The Debtors will retain all liabilities and obligations relating
to (i) any environmental, health, or safety matter to the extent
occurring prior to the Closing Date, and (ii) all present and
former stockholders and members to the extent arising from facts,
events or circumstances occurring prior to the Closing Date.

The Debtors and Ultimate Resort will negotiate in good faith
toward a management contract, which will provide that if the
Closing has not occurred by December 29, 2006, Ultimate Resort
will assume management of the Debtors' businesses and thereafter
will fund any operating expenses and retain any operating
revenues.

Prior to the Closing Date, Ultimate Resort will offer employment
to all of the Debtors' employees who agree to forever waive,
release, and discharge to the fullest extent permitted by law the
Debtors from any and all claims, causes of action, and damages.
The offered employment will be on terms and conditions
substantially similar to those that exist as of the Closing Date.

                         Buyer Protections

According to Mr. Daman, Ultimate Resort is concerned that another
party may submit a proposal prior to the Sale Hearing to purchase
the Acquired Assets for higher consideration than it would be
able to provide, and that the Debtors, in the exercise of their
fiduciary duties, may feel compelled to accept that higher offer
and terminate the APA.

Ultimate Resort has thus consented to keep its offer open through
the Sale Hearing, provided that in the event the APA is
terminated in favor of an alternative transaction:

   -- the Debtors will pay Ultimate Resort a $2,500,000 break-up
      fee in the event the APA is terminated in favor of an
      alterative transaction; and

   -- the Debtors will reimburse Ultimate Resort up to $600,000
      for reasonable, out-of-pocket costs and expenses it
      incurred in connection with the negotiation, execution, or
      consummation.

                Membership Offer in Ultimate Resort

As part of the Sale, Ultimate Resort has agreed to independently
offer to each of the Debtors' destination club members a
membership contract after the Closing of the Sale.

Under a New Membership Contract, an Offeree could become a member
of Ultimate Resort under these terms and conditions:

   A. Existing members of the Private Retreats Destination Club
      will receive a Lifetime Bronze Membership in Club 1.
      Existing members of the Distinctive Retreats Destination
      Club will receive a Lifetime Bronze Membership in Club 2.
      Existing members of the Legendary Retreats Destination Club
      will receive a Lifetime Platinum Membership in Club 2.  All
      the offered memberships in Ultimate Resort are at no up
      front cost to the Debtors' Existing Members.

      The average target value of homes for Club 1 would be
      $2,000,000, and the average target value of homes for Club
      2 will be $3,500,000.  Each of Club 1 and Club 2 will be
      operated on a 7:1 ratio of equivalent members to club
      properties.

   B. Annual dues will be $9,500 for Bronze Members of Club 1,
      $14,000 for Bronze Members of Club 2, and $24,500 for
      Platinum Members of Club 2.  Daily usage fees will be $700
      for Club 1 and $1,000 for Club 2.

   C. Matriculating members with Lifetime Bronze Memberships will
      have use of their respective Club for a minimum of 14 days
      per year, with one advanced reservation per year and one
      advanced holiday reservation every other year.  They will
      be able to reserve an unlimited number of additional days
      of use, including during holiday weekends, beyond the 14
      days, subject to availability and to daily use fees.

   D. Matriculating members with Lifetime Platinum Memberships
      will have use of their respective Club for a minimum of 42
      days per year, with four advanced reservations per year,
      including two advanced holiday reservations or, at their
      option, may select an alternative lifetime membership plan
      in Club 2 if they require fewer days or wish to pay lower
      annual dues.  They would be able to reserve an unlimited
      number of additional days of use, including during holiday
      weekends, beyond the 42 days, subject to availability and
      to daily use fees.

   E. Matriculating members will be afforded certain upgrade
      rights and earn "points" redeemable for additional free
      days or weeks of club usage or to offset other club
      services.

   F. Ultimate Resort will offer each matriculating member the
      option to purchase the Existing Member's pro rata share of
      10% of the common equity of Ultimate Resort on a fully-
      diluted basis.

At least 400 of the Offerees need to accept the New Membership
Contracts with Ultimate Resort for the Sale to be closed, Mr.
Daman informs the Court.

                       Payment to Patriot

In connection with the closing of the Debtors' DIP Financing with
Ableco Finance LLC on November 15, 2006, the Debtors paid all of
the amounts due and owing to The Patriot Group LLC except for
$3,500,000.  Patriot agreed that the Debtors could delay repaying
the remaining DIP amount in exchange for an $875,000 financing
fee.  If the Debtors pay the DIP Obligation by November 30, 2006,
Patriot agreed that the Debtors would only be obligated to pay a
$175,000 financing fee.

Ultimate Resort permits the Debtors to utilize $3,675,000 of the
$10,000,000 Deposit to pay the outstanding secured DIP financing
obligations owed to Patriot, Mr. Daman states.

In exchange, the Debtors agree to substitute Ultimate Resort for
Patriot with all of the protections and security interests that
Patriot currently has, as a DIP lender, with respect to the
amount of the Remaining Patriot DIP Obligation that will be
repaid from the Deposit.  To the extent Ultimate Resort will be
entitled to a return to all or a portion of its Deposit under the
terms and conditions of the APA, Ultimate Resort would be granted
a second priority lien and superpriority administrative expense
claim for $3,675,000.

At the Closing, the entire amount of the Deposit will be deemed
applied to the final $98,000,000 Purchase Price.

A full-text copy of the 38-page Ultimate Resort APA is available
for free at http://researcharchives.com/t/s?15c6

The Debtors intend to continue operating during the Sale process.

The Debtors ask the Court to exempt the proposed Sale from stamp
or similar taxes.

The Debtors seek the Court's authority to:

   (a) assume and assign certain contracts in connection with the
       Sale; and

   (b) reject certain contracts and leases that would not be
       assumed and assigned in connection with the Sale.

The Debtors also ask the Court to schedule an initial hearing on
November 29, 2006, to consider the approval of:

   (a) the buyer protections for Ultimate Resort;

   (b) the payment of the remaining Patriot DIP Obligation from a
       portion of the Sale Deposit;

   (c) the substitution of Ultimate Resort for Patriot under the
       Amended Ableco DIP Order; and

   (c) the form of notice and other consent documents that
       Ultimate Resort would provide to the Offerees to give them
       sufficient information in determining whether to accept
       New Membership Contracts with Ultimate Resort.

The Debtors further ask the Court to schedule the Sale Hearing on
December 19, 2006.

                     About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.

Complete Retreats and its debtor-affiliates filed for chapter 11
protection on July 23, 2006 (Bankr. D. Conn. Case No. 06-50245).
Nicholas H. Mancuso, Esq. and Jeffrey K. Daman, Esq. at Dechert
LLP represent the Debtors in their restructuring efforts.  Michael
J. Reilly, Esq., at Bingham McCutchen LP, in Hartford,
Connecticut, serves as counsel to the Official Committee of
Unsecured Creditors.  No estimated assets have been listed in the
Debtors' schedules, however, the Debtors disclosed $308,000,000 in
total debts.

The Debtors' exclusive period to file a plan expires on
February 18, 2007.  They have until April 19, 2007, to solicit
acceptance to that plan.  (Complete Retreats Bankruptcy News,
Issue No. 16; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


COMPLETE RETREATS: Non-Gov'tal Units Can File Claims Until Dec. 11
------------------------------------------------------------------
At the behest of an ad hoc committee of members of Complete
Retreats LLC and its debtor-affiliates, the Honorable Alan H.W.
Shiff of the U.S. Bankruptcy Court for the District of Connecticut
extended the deadline for all non-governmental parties to file
proofs of claim against the Debtors until Dec. 11, 2006.

The Ad Hoc Committee consists of a group of more than 420 current
and former members of debtor-affiliates Private Retreats LLC and
Distinctive Retreats LLC who represent at least $140,000,000 worth
of claims in the Debtors' chapter 11 cases.

In its request, the Ad Hoc Committee sought to move the claims bar
date for all non-governmental parties to Dec. 29, 2006, from
Nov. 27, 2006.

George B. Cauthen, Esq., at Nelson Mullins Riley & Scarborough
L.L.P., in Columbia, South Carolina, informed the Court that as
evidenced by the Debtors' claims registers, numerous members have
not yet filed claims in the Debtors' bankruptcy cases for their
respective destination club.

As of Nov. 15, 2006, the claims registers indicate these number of
claims filed in the Debtors' cases:

                                                    No. of
                          No. of    Total No. of   Non-member
   Destination Club       Members   Filed Claims    Claims
   ----------------       -------   ------------   ----------
   Complete Retreats          -          372          100+
   Distinctive Retreats     510          102           10
   Legendary Retreats        15            2            1
   Private Retreats         349           74           15

As indicated by the figures in the Debtors' November 15 claims
registers, hundreds of members of the Debtors' destination clubs
have yet to file claims, Mr. Cauthen pointed out.  The members
need additional time to evaluate and file their claims.

Mr. Cauthen argued that the Debtors will not be prejudiced by an
extension of the claims deadline for these reasons:

   (1) The extension is for a limited period of time and thus,
       will not unduly delay the administration of the bankruptcy
       cases;

   (2) The Debtors have disputed all member claims;

   (3) The Debtors have not yet filed a disclosure statement or
       Chapter 11 plan; and

   (4) The Debtors have been granted an extension of the
       exclusivity period, among others.

An extension is necessary and equitable in light of the
complicated nature in which the Debtors organized their affairs
and the likelihood that many of the members, most of which are
individuals, have little to no prior experience with bankruptcy
issues, Mr. Cauthen said.

                     About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.

Complete Retreats and its debtor-affiliates filed for chapter 11
protection on July 23, 2006 (Bankr. D. Conn. Case No. 06-50245).
Nicholas H. Mancuso, Esq. and Jeffrey K. Daman, Esq. at Dechert
LLP represent the Debtors in their restructuring efforts.  Michael
J. Reilly, Esq., at Bingham McCutchen LP, in Hartford,
Connecticut, serves as counsel to the Official Committee of
Unsecured Creditors.  No estimated assets have been listed in the
Debtors' schedules, however, the Debtors disclosed $308,000,000 in
total debts.

The Debtors' exclusive period to file a plan expires on
February 18, 2007.  They have until April 19, 2007, to solicit
acceptance to that plan.  (Complete Retreats Bankruptcy News,
Issue No. 15 and 16; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


COMPLETE RETREATS: Court Reaffirms CIT as Real Estate Advisor
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut
reaffirmed the employment of CIT Capital USA Inc. as Complete
Retreats LLC and its debtor-affiliates' exclusive real estate
advisor and disposition agent, nunc pro tunc to Aug. 18, 2006.

The Court authorized CIT to enter into agreements with local or
co-brokers with respect to properties in CIT's Portfolio.  CIT,
however, will be responsible for co-broker fees or related
expenses owed to any local brokers.

In the event there exists a ready, willing, and able buyer for
property contained in CIT's Portfolio, but the Debtors remove
that property from the Portfolio before a sale is consummated,
the Court directs the Debtors to pay CIT a Transaction Fee
equal to 7% of the gross offered purchase price.

The Court does not permit CIT to provide potential purchasers
of the Debtors' Properties with bridge loans.

In addition, the Court does not grant CIT a Termination Fee.  The
Court also does not grant CIT a Transaction Fee with respect to a
property that is:

   -- removed by the Debtors from CIT's Portfolio prior to the
      presentment of a ready, willing, and able buyer; and

   -- retained, prior to the presentment of a ready, willing, and
      able buyer by CIT, by the Debtors under a plan of
      reorganization.

The Debtors are directed to pay CIT an Incentive Fee equal to
$300,000, which is due and payable only if either Nevis or Abaco
properties are removed by the Debtors from CIT's Portfolio.

As reported in the Troubled Company Reporter on Nov. 7, 2006, the
Debtors obtained Court authority, on an interim basis, to employ
CIT Capital as their exclusive real estate advisor and disposition
agent.

In that interim order, the Court permitted the Debtors to:

   -- pay CIT a transaction fee equal to 7% of the gross proceeds
      of the Sale of any property contained in CIT's Portfolio;
      and

   -- reimburse all reasonable out-of-pocket expenses incurred by
      CIT in connection with its retention.

Prior to the Court's interim order on the motion, the Official
Committee of Unsecured Creditors said it does not object to CIT
Capital earning a 7% Transaction Fee on traditional sales of real
property that it assists the Debtors to consummate.

The Committee, however, opposed to the Application to the extent
that the Transaction Fee could be read more broadly to apply to
other types of "Transactions," including mergers, strategic
partnership or sale of the Debtors pursuant to a plan of
reorganization.

Moreover, the Committee complained that the contemplated Incentive
Fee for CIT is not tied to any performance benchmark and, unlike
a typical broker's fee, is not contingent upon any successful
sale of the Debtors' real estate.  The Incentive Fee is not a
"reasonable term" of employment and compensation under Section
328(a) of the Bankruptcy Code, Jonathan B. Alter, Esq., at
Bingham McCutchen LLP, in Hartford, Connecticut, argued.

The Committee proposed that the Incentive Fee should be:

   (a) mutually exclusive with the Transaction Fee.  Any
       Transaction Fee earned should be credited toward any
       Incentive Fee on a dollar-for-dollar basis;

   (b) conditioned on CIT using good faith reasonable commercial
       efforts to perform the Phase I through III services with
       respect to the "Sale Properties;" and

   (c) reduced because the Debtors have made no showing whether
       the $750,000 proposed fee is consistent with ordinary
       market terms for this type of engagement.

Jeffrey K. Daman, Esq., at Dechert LLP, in Hartford, Connecticut,
asserted that the fees paid to CIT should not unreasonably
duplicate any similar fees to XRoads Solutions Group, LLC, as the
Debtors' financial advisor.  The Debtors' estates should not be
burdened with duplicative success fees for two financial
professionals related to the same type of transaction, Mr. Daman
said.

The Termination Fee should not be payable if CIT is terminated
for cause, Mr. Daman added.

As reported in the Troubled Company Reporter on Sept. 26, 2006,
the Debtors told the Court that they are exiting certain of their
properties.  In connection with reorganization efforts, the
Debtors hope to sell the Properties in the near future.  Holly
Felder Etlin, the Debtors' chief restructuring officer, said that
the Properties are not popular with the Debtors' members and are
often vacant.

Ms. Etlin noted that the Debtors do not have the internal
expertise, infrastructure, or staff necessary to analyze or
market the Properties competently and cost-effectively.

Members of CIT's Commercial Real Estate group have significant
experience in the disposal of real property assets, Ms. Etlin
told the Court.  Moreover, CIT has a good reputation, which will
lend credibility to the contemplated sale process.

The Debtors will employ CIT pursuant to the terms of a Letter
Agreement dated August 18, 2006, between the parties.  The CIT
Letter Agreement is the result of arm's-length negotiations
between the Debtors and CIT.  Ms. Etlin stated that the Debtors
selected CIT only after considering several other candidates with
similar expertise.

Among others, CIT will:

   -- provide an experienced team to value the Properties;

   -- craft appropriate marketing, disposition, and auction
      processes to sell the Properties;

   -- hire local brokers to assist in the sale process and save
      the Debtors from having to employ brokers under Section 327
      of the Bankruptcy Code;

   -- meet and negotiate with parties who are interested in
      acquiring the Properties;

   -- negotiate stalking horse sale contracts, as necessary; and

   -- identify target buyers for the Properties.

CIT will also establish a "fast-track" disposition for the
Properties.  Specifically, for certain properties in Nevis,
Abaco, the Dominican Republic, and the United States, CIT will
complete its due diligence, review the Debtors' objectives, and
market or auction those Properties within 120 days.

Upon the closing of a sale of each of the Properties, the Debtors
will pay CIT a Transaction Fee equal to 7% of the gross proceeds
from that sale.  Any fees for local brokers retained will be
included in the Transaction Fee.

If the Debtors were to enter into a strategic partnership or
merger that does not include the sale of any Property, CIT  will
be entitled to a $75,000 Incentive Fee for advisory services
performed.

The Debtors will also reimburse CIT for all its out-of-pocket
expenses, including marketing and travel expenses and reasonable
attorneys' fees.

The Debtors asked the Court not to subject the Transaction Fees to
any holdbacks and not to require CIT to file and serve detailed
time reports or timesheets since the firm is not seeking any
monthly fees for its services.

Dennis R. Irvin, CIT's executive vice president, assured the
Court that the firm has no connection with, and holds no
interests adverse to, the Debtors, their creditors, or any other
party-in-interest.  Accordingly, CIT is a "disinterested person"
as referenced in Section 327(a) of the Bankruptcy Code and as
defined by Sections 101(14) and 1107(b) of the Bankruptcy Code.

                     About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.

Complete Retreats and its debtor-affiliates filed for chapter 11
protection on July 23, 2006 (Bankr. D. Conn. Case No. 06-50245).
Nicholas H. Mancuso, Esq. and Jeffrey K. Daman, Esq. at Dechert
LLP represent the Debtors in their restructuring efforts.  Michael
J. Reilly, Esq., at Bingham McCutchen LP, in Hartford,
Connecticut, serves as counsel to the Official Committee of
Unsecured Creditors.  No estimated assets have been listed in the
Debtors' schedules, however, the Debtors disclosed $308,000,000 in
total debts.

The Debtors' exclusive period to file a plan expires on
February 18, 2007.  They have until April 19, 2007, to solicit
acceptance to that plan.  (Complete Retreats Bankruptcy News,
Issue No. 15; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CONSUMERS ENERGY: MPSC Issues Final Order in Gas Rate Case
----------------------------------------------------------
The Michigan Public Service Commission issued, on Nov. 21, 2006,
an order authorizing Consumers Energy Company to increase its
annual natural gas revenues by $62,370,000, significantly below
what the utility requested.

As a result of MPSC's action, the average monthly bill of a
typical Consumers Energy residential natural gas customer will
increase approximately $2.52 per month.

"The rate increase approved today reflects the rising cost of
natural gas operations," noted MPSC Chairman J. Peter Lark.  "My
fellow Commissioners and I kept increases to a minimum --
significantly below what the utility requested -- in this time of
rising energy costs.  In addition, low-income customers will
benefit from the $17 million designated for the Low-Income Energy
Efficiency Fund."

Consumers Energy had, on July 1, 2005, filed an application
seeking approval from the MPSC to increase its rates for the
distribution of natural gas in the annual amount of $132,400,000.
The company also sought partial and immediate rate relief of
$75,068,000.  The MPSC on May 10 issued an order approving an
interim rate increase of $18.4 million.  The total rate increase
approved since the initial filing of this case comes to
$80,804,000.

MPSC's order also gave the Company authority to increase its
natural gas utility rates for the increase in the cost of natural
gas operations, pensions and retiree health care, and the Low
Income Energy Efficiency Fund.

The MPSC is an agency within the Department of Labor & Economic
Growth.

Headquartered in Jackson, Michigan, Consumers Energy Company
-- http://www.consumersenergy.com/-- a wholly owned subsidiary of
CMS Energy Corporation, is a combination of electric and natural
gas utility that serves more than 3.3 million customers in
Michigan's Lower Peninsula.

                           *      *      *

As reported in the Troubled Company Reporter on July 14, 2006
Consumers Energy Co., on July 12, 2006, reached an agreement to
sell its 798-megawatt Palisades nuclear plant to Entergy Corp. for
$380 million.  Fitch says the announcement is not anticipated to
have animmediate effect on Consumers' ratings or Stable Outlook.
The Issuer Default Rating of Consumers is 'BB-'.


DELTA AIR: Pilots to Conduct Picket in NY Bankruptcy Court Today
----------------------------------------------------------------
The pilots of Comair Inc., represented by the Air Line Pilots
Association International, will conduct informational picketing
today, from 8:30 a.m. until 9:15 a.m., EST, at the U.S. Bankruptcy
Court for the Southern District of New York, One Bowling Green
(and Broadway), Alexander Hamilton Custom House, in New York.
Comair operates under the "Delta Connection" livery and is a
wholly owned subsidiary of Delta Air Lines Inc.

The pilots are picketing to demonstrate their frustration with
management's efforts to sidestep the negotiating process by filing
an 1113(c) motion with the bankruptcy court.  If approved, this
motion could repudiate and breach the pilots' labor contract and
allow Comair management to unilaterally impose terms of
employment.

In 2005, the Comair pilots agreed to concessions to help their
airline better manage its finances.  Later that year, Comair and
parent company Delta filed for Chapter 11 bankruptcy.  In more
recent contract talks, Comair management has taken an unreasonable
position concerning the level of additional concessions the pilots
must provide.  The pilots want Comair to demonstrate that the
concessions sought are necessary for the company's recovery, and
not simply a means of applying pressure to other Delta Connection
pilot groups to lower their compensation and work rules.

In contrast, the pilots have been flexible, submitting numerous
proposals that offer substantial contract relief.  Finally, the
Comair pilots would like something in exchange for this sacrifice,
such as job security and wage snap- back provisions in later
years, especially since the airline has already returned to
profitability.  Unfortunately, Comair management appears to prefer
to litigate in bankruptcy court rather than seriously negotiate
with its pilots.

Founded in 1931, ALPA is a pilot union, representing more than
60,000 pilots at 39 airlines in the United States and Canada.
Visit the ALPA website at http://www.alpa.org/

Headquartered in Atlanta, Georgia, Delta Air Lines (Other OTC:
DALRQ) -- http://www.delta.com/-- is the world's second-largest
airline in terms of passengers carried and the leading U.S.
carrier across the Atlantic, offering daily flights to 502
destinations in 88 countries on Delta, Song, Delta Shuttle, the
Delta Connection carriers and its worldwide partners.

The Company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall
S. Huebner, Esq., at Davis Polk & Wardwell, represents the Debtors
in their restructuring efforts.  Timothy R. Coleman at The
Blackstone Group L.P. provides the Debtors with financial advice.
Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump
Strauss Hauer & Feld LLP, provide the Official Committee of
Unsecured Creditors with legal advice.  John McKenna, Jr., at
Houlihan Lokey Howard & Zukin Capital and James S. Feltman at
Mesirow Financial Consulting, LLC, serve as the Committee's
financial advisors.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.


DEVELOPERS DIVERSIFIED: Declares Preferred Common Stock Dividends
-----------------------------------------------------------------
Developers Diversified has declared its fourth quarter 2006
Preferred Class F and Preferred Class G stock dividends:

    * Fourth Quarter 2006 Preferred Class F Stock Dividend:
      $0.5375 per depositary share

Each Class F Depositary Share is equal to one tenth of a share of
Developers Diversified's 8.60% Class F Cumulative Redeemable
Preferred Stock.  This dividend covers the period beginning on
Sept. 15, 2006 and ending on Dec. 14, 2006.  The declared
Preferred Class F Dividend is payable Dec. 15, 2006 to
shareholders of record at the close of business on Dec. 1, 2006.

    * Third Quarter 2006 Preferred Class G Stock Dividend:
      $0.5000 per depositary share

Each Class G Depositary Share is equal to one tenth of a share of
Developers Diversified's 8.00% Class G Cumulative Redeemable
Preferred Stock.  This dividend covers the period beginning on
Sept. 15, 2006 and ending on Dec. 14, 2006.  The declared
Preferred Class G Dividend is payable Dec. 15, 2006 to
shareholders of record at the close of business on Dec. 1, 2006.

In addition, also declared its fourth quarter 2006 common share
dividend of $0.59 per share, which is payable Jan. 8, 2007 to
shareholders of record at the close of business on Dec. 22, 2006.

                 About Developers Diversified

Based in Beachwood, Ohio, Developers Diversified Realty
Corporation -- http://www.ddr.com/-- currently owns and manages
over 500 retail operating and development properties in 44 states,
plus Puerto Rico and Brazil, totaling 118 million square feet.
The Company is a self-administered and self-managed real estate
investment trust operating as a fully integrated real estate
company which acquires, develops and leases shopping centers.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2006,
Fitch Ratings affirmed Developers Diversified Realty Corporation's
ratings following the company's announcement of the pending
acquisition of Inland Retail Real Estate Trust Inc.  Ratings
affirmed include the Company's BBB Issuer Default Rating, BBB
Senior unsecured debt and BB+ preferred stock rating.


DORAL FINANCIAL: Posts $50.9MM Net Loss for Second Quarter 2006
---------------------------------------------------------------
In its Form 10-Q filed with the U.S. Securities and Exchange
Commission, Doral Financial Corporation reported financial results
for the first quarter ended March 31, 2006, and second quarter
ended June 30, 2006.

For the first quarter, Doral Financial reported a net income of
$17.1 million, compared to a net income of $39.2 million for the
same period in 2005.  The company also reported a net loss of
$50.9 million for the second quarter ended June 30, 2006, compared
to a net loss of $22.8 million for the comparable period of 2005.

For the first six months of 2006, Doral Financial incurred a net
loss of $33.8 million, compared to net income of $16.4 million for
the same period of 2005.

                        Filing Concerns

"With the filing of our results for the first half of the year, we
have completed another difficult chapter as we move forward in our
effort to transform Doral's business and operations into a higher
margin financial services enterprise," stated Glen Wakeman, Chief
Executive Officer.  "Since the beginning of this past summer,
Doral has installed a new senior management team, recruiting
experienced executives with both the skills set and values to
build competitive advantages for Doral in the marketplace,
including capitalizing on the potential of the Doral brand in
Puerto Rico.

                    Senior Notes Refinancing

In moving forward, Doral is also addressing substantial
challenges.  Among the key challenges are the refinancing of the
Company's $625 million floating rate senior notes that mature in
July 2007, the restructuring of the balance sheet to enhance
future earnings and the resolution of remaining restatement
related issues.  The Board and new senior management team are
committed to resolving these challenges in a manner that serves
the long-term interests of Doral and all its stakeholders.

With respect to its $625 million floating rate senior notes that
mature in July 2007, Doral will require outside financing or other
sources of capital to refinance this indebtedness at maturity.
Accordingly, Doral is in the process of selecting a financial
advisor to assist the Company in reviewing a number of possible
alternatives to refinance this indebtedness and in examining
alternatives to restructure its balance sheet in order to enhance
future earnings," stated Mr. Wakeman.

                          Filing Delay

Although with the filing of its results for the first half of the
year Doral has become current in its SEC regulatory filings, the
Company does not expect, because of the delay in filing its prior
SEC reports, that it will be able to file its quarterly report on
Form 10-Q for the third quarter of 2006 by its due date.

"The transformation of Doral is going to be done prudently and
will take time.  Central to this long-term effort is to capitalize
on and expand the Doral brand in Puerto Rico and, where
appropriate, in other Hispanic market segments in the U.S. It is
our goal to offer a diverse higher margin product portfolio,
improved customer technologies and outstanding customer service,
all within an environment that is focused on tight cost control,
enhanced productivity and strong corporate values.  Our portfolio
will include, among its products and services, a full suite of
mortgage products to allow Doral to remain a leading mortgage
originator in Puerto Rico," said Mr. Wakeman.

                Overview of Financial Condition
                   and Results of Operations

Doral Financial's consolidated financial statements for the first
six months of 2006 reflect the difficult business environment and
challenges faced by the Company.  Doral Financial's results of
operations for the first six months of 2006 were principally
impacted by:

   (1) reduced net interest income due principally to the
       interest rate environment and the repricing and maturity
       mismatch in the Company's assets and liabilities;

   (2) a net loss on mortgage loan sales and fees due to market
       value adjustments on the Company's held for sale
       portfolio, losses related to the restructuring of mortgage
       loan transfers to local financial institutions and lower
       margins on sales of mortgage loans;

   (3) increased expenses associated with the Company's
       restatement and reengineering initiative; and

   (4) a change in tax position from a tax expense for the first
       six months of 2005 to a tax benefit for the first six
       months of 2006.

            Key Components of Financial Performance

(1) Interest Income

Net interest income for the six months ended June 30, 2006 was
$114.1 million, compared to $151.4 million for the same period in
2005, a decrease of 24.7%.  The decrease in net interest income
resulted from a decrease in net interest margin from 1.74% in the
first half of 2005 to 1.46% for the first half of 2006, coupled
with a decrease in average interest-earning assets from $17.5
billion for the first half of 2005 to $15.7 billion for the first
half of 2006, principally due to a decrease in investment and
mortgage-backed securities and in money market investments.

The reduction in net interest margin resulted from the flattening
of the yield curve, as on average, the Company's interest bearing
liabilities, principally wholesale funding and loans payable, re-
priced at higher frequency and rates than the Company's interest-
earning assets.  The decrease in the Company's interest margin has
been particularly significant with respect to its portfolio of
investment securities.

Assuming a funding cost equal to the weighted-average cost of the
Company's repurchase agreements, the average interest rate spread
on the Company's portfolio of investment securities was
approximately 0.41% for the six months ended June 30, 2006,
compared to 1.36% for the Company's interest earning assets taken
as a whole.

The impact of the flattening yield curve on the Company's net
interest margin is magnified by the current mismatch in the
duration of the Company's assets and liabilities.  The Company's
interest-earning assets include a large portfolio of fixed-rate
long-term investments securities and mortgage loans that were
generally financed with short-term or callable liabilities. This
mismatch exposes the Company to significant interest rate risk in
a rising rate environment because, as these short-term or callable
liabilities re-price at higher market rates, the Company's
interest rate margin is further compressed. The Company's interest
rate risk exposure is further complicated by the negative
convexity inherent in the Company's portfolio of fixed rate
mortgage-backed securities and mortgage loans.  The combination of
this negative convexity and the current composition of the
Company's liabilities exposes the Company to margin compression
risks even during certain declining interest rate environments.

(2) Loan and Lease Losses

The provision for loan and lease losses for the first six months
of 2006 was $11.0 million, compared to $7.7 million for the
comparable 2005 period.  The increase in the provision for loan
and lease losses primarily reflects an increase in the allowance
for the Company's construction loan portfolio, as well as an
increase in the delinquency trends of the Company's overall loans
portfolio.

(3) Non-Interest Income and Loss

Non-interest loss for the first six months of 2006 was $31.2
million, compared to non-interest income of $461,000 for the same
period in 2005.  The non-interest loss was primarily due to a net
loss on mortgage loan sale and fees of $41.5 million, compared to
a gain of $23.3 million for the corresponding 2005 period.  This
loss was principally due to the Company reassessment of its
mortgage loans held for sale portfolio in light of the more
stringent requirements of the U.S. secondary mortgage market,
which has become its principal outlet for non-conforming loans as
a result of reduced demand for this product from Puerto Rico
financial institutions, and also to losses on sales of mortgage
loans driven by the Company's decision to restructure previous
mortgage loan transfers to local financial institutions.

During the first quarter of 2006, management transferred $876.2
million from its mortgage loans held for sale portfolio to its
loan receivable portfolio, which resulted in a market value
adjustment of $12.3 million that was taken as a charge against
earnings during the first quarter of 2006.  During the second
quarter of 2006, the Company recognized an aggregate net loss of
approximately $8.2 million as a result of the restructuring of
certain prior mortgage loan transfers.

In addition, the Company made downward market value adjustments of
$5 million in the first quarter and $17.5 million in the second
quarter to reflect the impact of rising interest rates on the
Company's mortgage loans held for sale portfolio, as well as
market terms for secondary sales in the U.S. market.  During 2006,
the Company has also experienced lower margins on sales of
mortgage loans as the Company sold its non-conforming loan
production in the U.S. market at a lower gain.

The Company also incurred a net loss on securities held for
trading, including gains and losses on the fair value of IOs, of
$17.5 million for the first six months of 2006, compared to a net
loss of $36.4 million for the comparable 2005 period.  The
positive variance in trading activities during the first half of
2006, compared to the first half of 2005, was principally due to
net gains on the Company's derivative instruments of $25.4 million
for the first six months of 2006, as compared to net losses of
$57.5 million during the first half of 2005.  Offsetting the gains
on derivative instruments were net unrealized losses of $42.9
million on the value of the Company's IOs for the first six months
of 2006, compared to net unrealized gains of $15.6 million for the
comparable 2005 period. Losses on the value of the Company's IOs
during the first half of 2006 were primarily related to floating
rate IOs that did not have caps on the pass-through interest rate
payable to investors.

During the second quarter of 2006, Doral Financial was able to
restructure its prior mortgage loan transfers giving rise to
floating rate IOs and all of its remaining portfolios of floating
rate IOs have caps on the pass-through interest rate payable to
investors.

These net losses were partially offset by higher servicing income
related with an increase in the Company's MSRs valuation due to a
decrease in anticipated mortgage prepayment rates and higher
commissions, fees and other income.

(4) Non-Interest Expenses

Non-interest expenses for the first half of 2006 were $134.6
million, compared to $122.0 million for the same period in 2005.
Non-interest expenses for the period continue to reflect
significant expenses for professional services associated with the
restatement of the Company's prior period financial statements and
related legal and accounting matters.  Non-interest expenses for
the first half of 2006 also reflect significant expenses
associated with advisory services relating to the reengineering of
the Company's business and operating practices, as well as $7.4
million in severance payments in connection with the related
headcount reduction.

(5) Income Tax

For the first half of 2006, Doral Financial recognized an income
tax benefit of $28.9 million, compared to an income tax expense of
$5.7 million for the corresponding period in 2005. The decrease in
the tax provision for 2006 was principally due to an increase in
the Company's net deferred tax asset combined with a decrease in
pre-tax income, offset in part by higher net operating losses in
certain subsidiaries that under the Puerto Rico Internal Revenue
Code of 1994 could not be used to offset gains in other
subsidiaries.

(6) Other Losses

During the first half of 2006, the Company had other comprehensive
loss of approximately $125.2 million related principally to the
adverse impact of the increase in interest rates on the value of
the Company's portfolio of available for sale securities.  As of
June 30, 2006, the Company's accumulated other comprehensive loss
reached $250.6 million.

(7) Loan Production

Doral Financial's loan production for the first six months of 2006
was $1.4 billion, compared to $2.8 billion for the comparable
period in 2006, a decrease of approximately 50%.  The decrease in
Doral Financial's loan production is due to a number of factors
including changes in the underwriting processes, economic
conditions in Puerto Rico, and competition from other financial
institutions.

Doral Financial is in the process of implementing new underwriting
procedures.  The implementation of these procedures has caused
disruption in the Company's loan originations.  The Company
believes that these underwriting standards will allow it to more
efficiently underwrite assets with better credit quality and risk
price its loan products in the future.  The Company anticipates
that, for the foreseeable future, loan production volume will
continue to be below historical levels as these new underwriting
procedures are implemented and new product offerings are
developed. For example, loan production for the third quarter of
2006 was approximately $329.8 million.  However, the Company is
starting to see improving trends in its loan production during the
fourth quarter of 2006.

Doral Financial and its banking subsidiaries remain "well
capitalized" for bank regulatory purposes as of June 30, 2006.

                     About Doral Financial

Based in New York City, Doral Financial Corp. (NYSE: DRL) --
http://www.doralfinancial.com/-- a financial holding company, is
a residential mortgage lender in Puerto Rico, and the parent
company of Doral Bank, a Puerto Rico based commercial bank, Doral
Securities, a Puerto Rico based investment banking and
institutional brokerage firm, Doral Insurance Agency, Inc. and
Doral Bank FSB, a federal savings bank based in New York City.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2006,
Standard & Poor's Ratings Services removed from CreditWatch and
affirmed its ratings on Doral Financial Corp., including its 'B+'
counterparty rating.  The ratings were placed on CreditWatch with
negative implications on April 19, 2005.  The outlook is negative.


DURA AUTOMOTIVE: Judge Carey Approves Equity Trading Procedures
---------------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware granted, on a final basis, DURA Automotive
Systems Inc. and its debtor-affiliates' request for the
institution of procedures for the trading of their equity
securities to which parties must adhere as a precondition of the
effectiveness of the trades.

The Company says that the procedures for the trading of its equity
securities, is meant to protect and preserve the federal net
operating losses.

Over the past several years, through Sept. 30, 2006, the Debtors
have incurred consolidated federal NOLs of approximately
$437,000,000, Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, relates.

Mr. Collins explains that the NOLs are valuable to the Debtors and
their estates because the Debtors can carry forward NOLs to set
off future taxable income for up to 20 taxable years, thus
reducing future tax obligations and freeing up funds to meet
working capital requirements and service debt.  The Debtors may
also utilize the NOLs to set off any taxable income generated by
transactions completed during their stay in Chapter 11.

According to Mr. Collins, unrestricted trading of Dura equity
securities could adversely affect the Debtors' NOLs if:

   (a) too many 5% or greater blocks of equity securities are
       created; or

   (b) too many shares are added to or sold from the blocks such
       that, together with previous trading by 5% shareholders
       during the preceding three-year period, an ownership
       change within the meaning of Section 382 of the Internal
       Revenue Code, as amended, is triggered prior to emergence
       and outside the context of a confirmed Chapter 11 plan of
       reorganization.

Without the restrictions on trading, the Debtors' ability to use
their NOLs could be severely limited or even eliminated, and could
lead to negative consequences for the Debtors, their estates and
the overall reorganization process, Mr. Collins asserted.

Under Section 382, change of ownership occurs when the percentage
of a company's equity held by one or more 5% shareholders
increases by more than 50 percentage points over the lowest
percentage of stock owned by the shareholders at any time during a
three-year rolling testing period.

In addition, Section 382 limits the amount of taxable income that
can be set off by a pre-change-of-ownership loss to the long-term
tax-exempt bond rate, as of the ownership change date, multiplied
by the value of the stock of the loss corporation immediately
before the ownership change.  Under certain circumstances, built-
in losses recognized during the five-year period after the change
date are subject to similar annual limitations.

                          NOL Procedures

By establishing procedures for continuously monitoring the trading
of equity securities, the Debtors can preserve their ability to
seek substantive relief at the appropriate time, particularly if
it appears that additional trading may jeopardize the use of the
Debtors' NOLs, Mr. Collins tells the Court.

Judge Carey authorized the Debtors to establish these procedures
for trading of equity securities:

   (i) Any person or entity who is currently a substantial
       shareholder must file with the Court, and serve upon the
       Debtors and counsel to the Debtors, a Notice of Status as
       a substantial shareholder, on or before 40 days after the
       effective date of the notice of entry of an interim order
       approving the NOL Procedures.

  (ii) Before effectuating any transfer of equity securities
       that would result in an increase in the amount of common
       stock of Dura beneficially owned by a substantial
       shareholder or would result in a person or entity becoming
       a substantial shareholder, the substantial shareholder or
       person or entity must file with the Court, and serve on
       the Debtors and attorneys for the Debtors, an advance
       written notice of the intended transfer of equity
       securities.

(iii) Before effectuating any transfer of equity securities
       that would result in a decrease in the amount of common
       stock of Dura beneficially owned by a substantial
       shareholder or would result in a person or entity's
       ceasing to be a substantial shareholder, the substantial
       shareholder must file with the Court, and serve on the
       Debtors and attorneys for the Debtors, an advance written
       notice of the intended transfer of equity securities.

  (iv) The Debtors would have 15 calendar days after, receipt of
       a notice of proposed transfer to file with the Court and
       serve on the substantial shareholder an objection to any
       proposed transfer of equity securities described in the
       notice of proposed transfer on the grounds that the
       transfer might adversely affect the Debtors' ability to
       utilize their NOLs.  If the Debtors file an objection, the
       transaction would not be effective unless approved by a
       final and non-appealable order of the Court.  If the
       Debtors do not object within the 15-day period, the
       transaction could proceed solely as set forth in the
       notice of proposed transfer.  Further transaction must be
       the subject of additional notices, with an additional
       15-day waiting period.

The Debtors define a "substantial shareholder" as any person or
entity that beneficially owns at least 850,000 shares --
representing approximately 4.5% of all issued and outstanding
shares -- of the common stock of Dura.

"Beneficial ownership" of equity securities includes direct and
indirect ownership, ownership by the holder's family members and
persons acting in concert with the holder to make a coordinated
acquisition of stock.

Mr. Collins tells the Court that the NOL Procedures will allow the
Debtors to monitor certain transfers of Dura equity securities so
they can act expeditiously to prevent the transfers, if necessary,
and preserve the NOLs.

Rochester Hills, Mich.-based DURA Automotive Systems, Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The Debtors filed for chapter 11 petition on October 30, 2006
(Bankr. D. Del. Case No. 06-11202).  Richard M. Cieri, Esq., Marc
Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine
Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the
Debtors' bankruptcy proceedings.  Mark D. Collins, Esq., Daniel J.
DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton
& Finger, P.A., are the Debtors' co-counsel.  Baker & McKenzie
acts as the Debtors' special counsel.  Togut, Segal & Segal LLP is
the Debtors' conflicts counsel.  Miller Buckfire & Co. LLC is the
Debtors' investment banker.  Glass & Associates Inc. gives
financial advice to the Debtor.  Kurtzman Carson Consultants LLC
handles the notice, claims, and balloting for the Debtors.
Brunswick Group LLC acts as the Debtors' Corporate Communications
Consultants.  As of July 2, 2006, the Debtor had $1,993,178,000 in
total assets and $1,730,758,000 in total liabilities.  (Dura
Automotive Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


DURA AUTOMOTIVE: Can Pay Obligations to Employees
-------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware authorized DURA Automotive Systems Inc. and
its debtor-affiliates, on a final basis, to:

    (i) pay certain prepetition:

          (i) wages, salaries, bonuses, severance payments, and
              other compensation,

         (ii) employee medical and similar benefits, and

        (iii) reimbursable employee expenses; and

    (b) make deductions from employees' paychecks.

The Debtors also obtained the Court's authority to direct banks
and other financial institutions to receive, process, honor, and
pay all checks presented for payment and electronic payment
requests relating to the employee obligations.

The Debtors also intended to satisfy their obligations to pay
postpetition wages and certain benefits of their employees in the
ordinary course, as they become due.

The Debtors employ 6,440 employees in the United States, of whom
approximately 4,950 are hourly employees and 1,490 are salaried
employees.  Additionally, the Debtors employ 690 employees in
Canada, of whom approximately 140 are full-time salaried employees
and approximately 550 are hourly employees.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, related that the Debtors' employees perform
a variety of critical functions, including product manufacturing
and a variety of engineering, administrative, accounting,
supervisory, consultant, management, and other tasks.

Hence, the Debtors must retain their employees' skills, knowledge,
and understanding of the Debtors' infrastructure, operations and
customer relations to effect a successful reorganization and
maximize creditors' recoveries, Mr. Collins asserted.

Mr. Collins averred that nonpayment of employee compensation and
benefits could severely undermine morale and impose real hardship
on the employees, generate doubts about the stability of the
Debtors and their prospects for reorganization, and create a
significant risk of attrition.

                       Employee Obligations

A. Unpaid Compensation

The Debtors' average aggregate monthly gross compensation for
employees, including wages, salaries, and bonuses, is $19,440,000
for the U.S. employees and $2,640,000 for the Canadian employees.

Approximately 90% of payroll is made by direct deposit through
electronic transfer of funds directly to employees' accounts, and
the remaining 10% of employees is paid via checks.

As of Oct. 30, 2006, the Debtors have not paid their employees all
prepetition wages held in arrears.  Additionally, compensation may
be due and owing as of their bankruptcy filing because:

    (a) some discrepancies may exist between the amounts paid and
        amounts employees or others believe should have been paid,
        which, upon resolution, may reveal that additional amounts
        are owed to the employees;

    (b) some payroll checks issued prepetition to employees may
        not have been presented for payment or cleared the banking
        system and, accordingly, have not been honored and paid as
        of Oct. 30, 2006; or

    (c) variations in the Debtors' various payroll schedules.

The Debtors have funded their payroll for both hourly and salaried
employees that would normally be due.

The Debtors estimate that as of their bankruptcy filing, one
hourly pay period is outstanding and as much as one salary pay
period may still be outstanding, consisting of $6,480,000 in
accrued wages, salaries, overtime pay, commissions, and other
compensation earned, prior to the filing for chapter 11
protection, by non-union U.S. Employees.

The Debtors also estimate that roughly one hourly pay period and
one salary pay period is outstanding to the non-union Canadian
employees, consisting of a further CDN$485,000 of unpaid
compensation due and owing.

The Debtors said it will not pay any employee more than $10,000
for the unpaid compensation.

Additionally, the Debtors have certain employees whose employment
is governed by collective bargaining agreements.  As of Oct. 30,
2006, the outstanding unpaid compensation owed to union
employees also consists of approximately one hourly pay period and
one salary pay period, or approximately $805,000 for U.S.
employees and approximately CDN$405,000 for union employees in
Canada.

The Debtors have also entered into various employment agreements
with several of their executives and certain of their other
employees.  The Debtors are not currently seeking to assume or
reject these employment agreements at this time, but are seeking
authority and discretion to continue honoring those employment
agreements in accordance with their terms.

B. Deductions and Withholdings

During each applicable pay period, the Debtors routinely deduct
certain amounts from paychecks, including, without limitation:

    (a) union dues;

    (b) credit union deposits and payments;

    (c) garnishments, child support, and similar deductions; and

    (d) other pre-tax and after-tax deductions payable pursuant to
        certain of the employee benefit plans, as well as
        deductions for individual insurance programs selected by
        the employees.

The Debtors forward the deducted amounts to various third party
recipients.

Further, the Debtors are required by law to withhold:

     -- from their U.S. Employees' wages amounts related to
        federal, state and local income taxes, social security and
        Medicare taxes for remittance to the appropriate federal,
        state or local taxing authority.

     -- from their Canadian Employees' wages amounts related to
        federal and provincial income taxes, the Quebec/Canada
        Pension Plan, unemployment taxes and provincial health
        insurance taxes.

The withheld amounts and deductions typically total $3,750,000
from the U.S. employees' paychecks and CDN$325,000 from the
Canadian employees' paychecks each Pay Period.

The deductions are $2,160,000 from the U.S. employees' paychecks
and CDN$50,000 from the Canadian employees' paychecks.  However,
due to the Debtors' bankruptcy filing, some of the funds were
deducted from employees' earnings, but may not have been forwarded
to the appropriate third party recipients before their bankruptcy
filing.

The Debtors' payroll taxes, including the employee and employer
portion, typically total $2,400,000 each combined hourly and
salary pay period.  in each combined hourly and salary pay period,
the Debtors typically withhold $1,600,000 in the aggregate from
the U.S. employees' paychecks and CDN$275,000 from the Canadian
employees' paychecks.

Before their bankruptcy filing, the Debtors withheld the
appropriate amounts from employees' earnings for the payroll
taxes, but the funds may not have been forwarded to the
appropriate taxing authorities prior to Oct. 30, 2006.

C. Reimbursable Expenses

The Debtors routinely reimbursed employees for certain expenses
incurred on the Debtors' behalf.

With respect to plant locations that have not transitioned to the
Debtors' centralized shared services initiative, reimbursable
expenses total approximately $220,000 per month.  The Debtors'
Canadian plants typically incur CDN$83,000 in reimbursable
expenses each month.

As of Oct. 30, 2006, less than $255,000 in reimbursable
expenses remained unpaid to employees whose expenses are not
governed by the Debtors' centralized shared services program.

In addition, to streamline the process of paying expenses incurred
by employees on the Debtors' behalf, the Debtors have implemented
a program through which certain banks, including Bank of America,
N.A., issued company credit cards to approximately 950 employees
for business use.  Amounts charged to these company credit cards
are billed directly to the Debtors and historically averaged
$1,100,000 per month.  The Debtors believe that this full monthly
amount may be outstanding as of Oct. 30, 2006.

D. Atwood Gainsharing Plan

Approximately 2,600 employees in certain of the Atwood Mobile
Products' plants are eligible to participate in an annual
incentive plan, which provides employees with cash incentives if
certain production performance goals are met.

The Debtors have distributed approximately $560,000 in cash
incentives for achieved performance goals in the first two
quarters of 2006.

E. Dura Automotive Systems Inc. Annual Bonus Plan

Approximately 150 Employees participate in the Dura Automotive
Systems Inc. Annual Bonus Plan, which is open to employees holding
certain management positions ranging from technology and quality
mangers to plant managers.

The Debtors did not make any bonus payments under the ABP in 2006
based on the Company's 2005 performance, and do not intend to make
any payments in 2007 based on the Company's 2006 performance.
Indeed, the Debtors do not expect to make bonus payments pursuant
to the ABP until February 2008.

F. Enterprise Resource Planning

Approximately 25 employees have agreed to participate in the
Debtors' Enterprise Resource Planning and QAD Implementation
Initiative -- a software program designed to centralize and
streamline the Debtors' administrative functions and to unify the
Debtors' time-worked tracking and attendance system and the
Debtors' manufacturing tracking system.

Each of the 25 employees has entered into an employment agreement
with the Debtors, which outlines, among other terms, the base
salary and incentive payments for completion of the initiative.
The Debtors estimate that the total payout for incentive bonus
payments earned will be $205,000.

G. Severance Payments and Obligations

The Debtors are party to a number of severance agreements with
current and former employees that provide for varied, yet
prescribed, amounts of severance payments in consideration for
services provided and to allow the Debtors' planned operational
restructuring initiatives to take place through reductions in the
labor force.

In this connection, the Debtors have, as of Oct. 30, 2006,
terminated 275 employees and transferred another 30 employees to
alternate positions within the Debtors' operations.

About 125 terminated employees have severance agreements that
provide for severance payments totaling approximately $1,950,000
in the aggregate, of which $800,000 has already been paid and
$1,150,000 is budgeted to be paid over the coming weeks.  During
the next 30 days after their bankruptcy filing, the Debtors expect
to pay less than $675,000 in prepetition severance payments and
obligations.

In some cases, provisions in applicable CBAs or employment
agreements provide for a greater measure of severance benefits to
terminated employees.  Of these terminated U.S. employees, the
Debtors estimate that only eight have claims exceeding the $10,000
priority limit contained in Section 507(a) of the Bankruptcy Code
for unpaid severance obligations.  Unpaid severance obligations
for seven of these eight former employees range from approximately
$10,400 to approximately $13,700.

The Debtors are concerned that their failure to honor the
severance agreements in the midst of an operational restructuring
will cause employees who may be terminated in the future as the
operational restructuring continues, to place little faith in
offers of severance pay that may be made down the line.  Hence,
the Debtors seek authority to continue to honor and enter into
agreements to provide the severance payments and obligations in
their sole discretion, in the ordinary course of their businesses,
pursuant to CBA provisions, where applicable, and to pay any
prepetition amounts owed in connection therewith.

H. Other Employee Compensation Programs

On Aug. 21, 2006, the Debtors implemented a key management
incentive program, which offers 55 key employees the opportunity
to participate in a discretionary bonus plan program.  The Key
Management Incentive Program, which runs through Dec. 31, 2007, is
designed to provide incentives in the form of periodic cash bonus
awards to motivate the key employees to attain specific
performance goals articulated under the plan.

On Sept. 29, 2006, the Debtors made their first payment to
participants, in the aggregate amount of $952,480.  The Debtors
will separately seek Court authority before making any payout
under the Key Management Incentive Plan.

As of Oct. 30, 2006, at least one former U.S. non-union employee
is owed significantly more than $10,000 in unpaid severance
payments.  His unpaid severance payments total approximately
$180,000 and consist of a severance payment period of 12 months.
The Debtors intend to seek Court authority to continue these
payments via a separate pleading to be filed with the Court.

                        Employee Benefits

The Debtors provide employees, in the ordinary course of business,
with a number of employee benefits, including, but not limited to:

    (a) medical, dental, and vision insurance;
    (b) workers' compensation;
    (c) vacation time;
    (d) sick leave;
    (e) pension, savings and retiree medical plans; and
    (f) other miscellaneous employee benefits.

A. Medical, Dental, and Vision Plans

The Debtors offer these benefits plans and insurance policies to
their U.S. Employees for medical, dental, and vision coverage:

    (a) The Dura Choice Plan -- Approximately 5,500 employees
        participate in the Dura Choice Plan, the Debtors' primary
        self-insured medical and prescription drug plan.  The
        Debtors paid approximately $39,000,000 in 2005 under the
        self-insured plan, including approximately $1,300,000 in
        administrative fees paid to third party administrators,
        NGS American and MedCo Health Solutions, Inc.

    (b) The HMOs -- The Debtors also offer four fully insured
        medical plans to certain of their Employees:

          (i) the Priority Health of Northern Michigan Medical
              Plan,

         (ii) the Priority Health of Western Michigan Medical
              Plan,

        (iii) the Health Alliance Plan for the Metro-Detroit
              Region, and

         (iv) the Health Spring Medical Plan for Tennessee.

        Each of these HMOs is fully insured with the respective
        insurer and together provide coverage to approximately 380
        of the Debtors' employees.  In 2005, the Debtors paid
        about $2,700,000 in premiums to maintain this coverage,
        which represents approximately 85% of the cost of total
        coverage.  The participating Employees contribute the
        remainder of the cost.

    (c) Dura Choice Dental Plan -- NGS American administers the
        Debtors' self-insured dental plan on behalf of 5,900
        participating employees.  In 2005, the Debtors paid
        $2,250,000 to maintain this plan, which amount is included
        in the approximate cost of the Dura Choice Plan.

    (d) Employee-Paid Vision Plan -- The Debtors provide the
        Employees with the option to participate in a vision plan,
        which is fully insured through Vision Service Plan.
        The 3,800 participating Employees contribute 100% of the
        premiums in exchange for the coverage.

The Debtors offer these medical and dental programs to their
Canadian Employees:

    (i) Supplementary Health Plan -- The Supplementary Health Plan
        is the Debtors' Canadian medical and prescription drug
        plan.  The plan is insured through Manulife Financial and
        the Debtors paid a CN$1,840,000 in annual premiums in 2005
        to maintain the plan.  The Debtors expect to pay
        approximately CN$1,850,000 in premiums for 2006.

   (ii) Dental Plan -- All Canadian Employees participate in the
        Dental Plan, which is also insured through Manulife
        Financial.  The Debtors paid approximately CN$750,000 in
        premiums in 2005 to maintain this plan.  The Debtors
        expect to pay approximately CN$850,000 in premiums in
        2006.

B. Workers' Compensation

Pursuant to state laws, the Debtors must maintain workers'
compensation liability coverage in the ordinary course of
business.  Generally, the Debtors self-insure their workers'
compensation liabilities up to $500,000 per claim and use
The St. Paul Travelers Companies as their third-party
administrators and insurer.  The Debtors also maintain workers'
compensation insurance coverage for certain liabilities pertaining
to Employees of certain Atwood Mobile Products' plant locations
with Raffles Insurance Ltd., for which Zurich Services Corporation
acts as the Debtors' third party administrator.

In connection with the Workers' Compensation Programs, the
Debtors have provided these letters of credit as collateral:

    (i) a letter of credit for $17,829,000 to Travelers Indemnity
        Company;

   (ii) a letter of credit for $1,120,597 to the Royal Bank of
        Canada; and

  (iii) a letter of credit for $100,000 to the state of Michigan.

Certain benefits under the Workers' Compensation Programs have
been awarded prepetition, but have yet to be fully paid.  Certain
other claims were filed prepetition, but have yet to be resolved.
For the claims administration process to operate in an efficient
manner and to ensure that they comply with their state law
requirements, the Debtors propose to continue their claim
assessment, determination and adjudication process to pay
prepetition workers' compensation claims.

The costs associated with the Workers' Compensation Programs
fluctuate according to the various claims submitted, however, the
Debtors' overall claims costs associated with their Workers'
Compensation Programs were $2,877,079 during the period from
Jan. 1, 2006, through July 31, 2006.

In Canada, the payment of workers' compensation benefits is
insured and administered through the federal and provincial
governments.  The Debtors are required by law to pay monthly
premiums to the Workers' Compensation Board to maintain these
benefits.  The monthly premiums vary depending upon each covered
Employee's earned wages; however, the Debtors' September 2006
premiums for their Canadian facilities and Employees totaled
approximately CDN$88,500.

C. Vacation and Sick Pay

The Debtors provide vacation time to their employees as a paid
time-off benefit.  The Debtors generally pay employees for any
earned, but unused, vacation time upon termination.

In addition, certain Salaried U.S. employees are eligible for
salary continuation for absences due to illness or injury for up
to 26 weeks.  Other salaried U.S. employees are eligible for
salary continuation equal to 75% of their pay for up to 26 weeks,
and hourly U.S. employees are eligible to receive a prescribed
weekly amount of up to $200 for a maximum of 26 weeks.  After 26
weeks, the Debtors' long-term disability benefits manages salaried
U.S. employees' claims if the salaried U.S. smployee's application
to Unum Provident, the Debtors' long-term disability insurance
carrier, is approved.

Certain salaried canadian employees are also eligible for salary
continuation for absences due to illness or injury for up to 52
weeks pursuant to the Debtors' policy, as are Hourly Canadian
employees.  After 52 weeks, the Debtors' long-term disability
benefits manages Canadian employees' claims if the Canadian
Employee's application to Manulife Financial is approved.

D. Employee Pension, Savings, and Retiree Medical Plans

The Debtors maintain several pension, savings and retiree medical
plans for the benefit of their employees, including, but not
limited to, the 401 (k) Plans, the Non-Qualified 401(k) Look-a-
Like Plan, the Canadian Defined Contribution Plan for Salaried
Employees, the Pension Plans, and the Retiree Medical Plans:

    (i) 401(k) Plans

        The Debtors maintain three 401(k) savings plans for the
        benefit of their Employees.  Each 401(k) Plan provides for
        automatic pre-tax salary deductions of eligible
        compensation up to the limits set by the Internal Revenue
        Code.  Approximately 61% of the U.S. employees participate
        in the 401(k) Plans, and the aggregate monthly amount
        withheld from employees' paychecks is $840,000.

        The Debtors also pay matching contributions depending on
        Employee classification, collective bargaining provisions
        and plan participation.  The Debtors' monthly matching
        contributions with respect to the 401(k) Plans are
        approximately $470,000.

   (ii) The Non-Qualified 401(k) Look-a-Like Plan

        The Debtors also maintain a rabbi trust with T. Rowe Price
        to hold funds attributable to a non-qualified deferred
        compensation plan that is fully funded by the participants
        and not by the Debtors.

        The Debtors pay T. Rowe Price $1,000 per year to
        administer the Non-Qualified 401(k) Look-a-Like Plan.
        Currently, the Non-Qualified 401(k) Look-a-Like Plan has
        five participants: four active Employees and one retired
        Employee who has elected to receive installment payments
        over three years' time.  No employee currently contributes
        to the Non-Qualified 401(k) Look-a-Like Plan.

  (iii) Canadian Defined Contribution Plan for Salaried Employees

        The Debtors maintain one defined contribution plan on
        behalf of their Canadian employees.  The Canadian Defined
        Contribution Plan for salaried employees provides for
        automatic pre-tax salary deductions of eligible
        compensation up to a limit of 18% of earned income per
        Employee or CDN$19,000.

        The Canadian Defined Contribution Plan for salaried
        employees has approximately 180 participants, and the
        approximate aggregate monthly amount withheld from
        employees' paychecks is CDN$31,000.

        The Debtors also pay matching contributions of 100% on the
        first 3% of contributions and 50% on the next 2% of
        contributions.  Employees are also offered the opportunity
        to contribute an additional 6% of earnings, which are not
        matched by the Debtors.

        During the first nine months of 2006, the Debtors paid
        CDN$40,000 to maintain the Canadian Defined Contribution
        Plan.

   (iv) U.S. Pension Plans

        The Debtors maintain four pension plans on behalf of
        certain of their U.S. employees.  The Dura Master Pension
        Plan is a consolidation of six pension plans that have
        been "frozen" -- its participants are accruing vesting
        rights but not benefits under the plan.  The Debtors
        maintain two plans for union employees under which
        benefits continue to accrue -- the Mancelona Pension
        Plan and the LaGrange Pension Plan -- while benefits under
        the Atwood Supplementary Pay Plan no longer accrue.  The
        Debtors fund these U.S. Pension Plans on behalf of 4,943
        Employees.

    (v) Canadian Pension Plans

        The Debtors maintain six pension plans on behalf of
        certain of their Canadian employees, three of which are
        maintained on behalf of hourly, unionized Canadian
        employees and three of which are maintained on behalf of
        certain salaried Canadian employees.  As of Dec. 31, 2005,
        the Canadian Pension Plans contained approximately 900
        participants and cost the Debtors approximately
        CDN$2,750,000 annually to fund.

   (vi) Retiree Medical Programs

        Certain union employees will be entitled to receive
        retiree medical and prescription drug benefits upon their
        retirement from the Company, and certain former union and
        non-union employees are receiving retiree medical and
        prescription drug benefits under a number of retiree
        medical plans.  As of the Oct. 30, 2006, 229 currently
        retired union and non-union employees were receiving
        retiree benefits pursuant to the Dura Retiree Medical
        Plans.  The Debtors' costs vary depending upon medical
        claims submitted, but in 2005, medical claims totaling
        $2,400,000 were paid.  In 2005, the Debtors paid $54,000
        in administrative fees to maintain the Dura Retiree
        Medical Plans.

        In a separate program for retired Employees, the Debtors
        provide approximately 265 participating retirees with
        partial Medicare premium reimbursements.  As of Aug. 1,
        2006, the 2006 annual cost for the Medicare Stipend
        Program was estimated to be approximately $400,000.

        The Debtors also provide Company-sponsored self-insured
        death benefits for approximately 565 eligible retirees,
        which benefits range from $1,100 to 6,000 per person.

  (vii) Canadian Retiree Medical Programs

        All participating vested Canadian employees will be
        entitled to receive retiree medical and prescription drug
        benefits upon their retirement from the Company.  The
        Canadian Retiree Medical Plan consists of an active plan
        insured by Manulife Financial and a closed plan, which is
        self-insured and for which GreenShields acts as the
        Debtors' third-party plan administrator.

        As of Oct. 30, 2006, approximately 85 currently retired
        Employees were receiving retiree benefits pursuant
        to the Canadian Retiree Medical Plan.  In 2005, medical
        claims totaling approximately CDN$265,000 were paid under
        the Canadian Retiree Medical Plan.

E. Excluded Employee Benefit Plans

The Debtors provide certain deferred compensation plans to
certain of their employees and members of their boards of
directors, including the 1979 and 1998 Excel Deferred
Compensation Plans, the Dura Supplemental Executive Retirement
Plan, and the Atwood Executive Leadership Deferred Compensation
Plan.

The Debtors are not requesting authority to continue, assume or
reject these Other Deferred Compensation Plans at this time.

F. Additional Employee Benefits

    (1) Life Insurance, Accidental Death and Dismemberment
        Insurance and Optional Life Programs

        The U.S. employees receive:

        -- primary life insurance coverage, through Unum
           Provident, for which the Debtors pay approximately
           $60,000 per month in the aggregate;

        -- Accidental Death and Dismemberment Insurance, through
           Union Provident, for which monthly premiums total
           approximately $9,000; and

        -- optional life programs, the premiums for which are paid
           by the Employees, and cost approximately $65,000 in the
           aggregate per month.

        The Debtors also provide primary Life Insurance for their
        Canadian employees through Manulife Financial.  All of the
        Debtors' Canadian employees receive the coverage, which
        costs the Debtors approximately CDN$175,000 in annual
        premiums.  In addition, the Debtors provide Accidental
        Death and Dismemberment Insurance to their Canadian
        Employees through Manulife Financial, for which annual
        premiums total approximately CDN$20,000.

    (2) Disability

        The Debtors provide U.S. employees with short-term and
        long-term disability benefits, paid through a third party
        administrator, Unum Provident.  The approximate cost
        incurred by the Debtors for short-term disability benefits
        during the first eight months of 2006 was $700,000 for
        paid claims plus an additional $2,178 per month in
        administrative fees.  The Debtors' portion of the costs
        for long-term disability benefits is approximately $30,000
        per year.

        The Debtors provide Canadian employees with short-term and
        long-term disability benefits, which are fully insured
        through Manulife Financial.  The Debtors paid premiums
        totaling CDN$575,000 Weekly Indemnity Benefits and
        CDN$65,000 Long-Term Disability Benefits in 2005.

    (3) Flexible Spending

        The Debtors offer their U.S. employees the ability to
        contribute a portion of their compensation into flexible
        spending accounts for health and dependent care through
        NGS American, which operates as a third party
        administrator to the plans.  Approximately 300 U.S.
        Employees participate in the Flexible Spending Program,
        which costs the Debtors less than $20,000 per year to
        administer.

        The Debtors also offer the "Flex Perquisite" program for
        13 designated senior management Employees, which allows
        participants to use a prerequisite allowance for certain
        business benefits that have the most value to the
        participant.  The annual allowances under the Flex
        Perquisite plan total $269,500 for 2006.

    (4) Group Travel Accident Insurance

        The Debtors provide accident insurance coverage for
        Employees while traveling on official company business,
        which consists of life insurance coverage and business
        travel assistance coverage, provided by AIG Business
        Travel Insurance Company.  The coverage premiums cost
        $20,000 per year and are paid through Aug. 1, 2007.

    (5) Tuition Reimbursement

        Pursuant to a tuition reimbursement program for certain
        Employees, the Debtors reimburse employees for 100% of
        tuition costs and registration fees for approved course
        work at college-level institutions.  During the first
        eight months of 2006, the Debtors have provided Employees
        with approximately $170,000 of non-taxable tuition
        benefits and $30,000 of taxable tuition benefits.  As of
        their bankruptcy filing, the Debtors estimate the
        aggregate amount of reimbursements due under the tuition
        reimbursement program to be de minimis.

                         Other Benefits

The Debtors maintain premium-based directors and officers'
liability insurance policies and excess liability policies with
American International Companies, XL Specialty, Chubb and Axis.
The annual premiums for the D&O Policies total approximately
$735,000.  As of their bankruptcy filing, the Debtors do not
believe that they owe any premiums for the D&O Policies prior to
their bankruptcy filing.

All of the Debtors' employees are also eligible to receive awards
for developing patents the Debtors use in their business
operations.  For each patent that issues, a single inventor is
provided with a monetary reward of $1,000, and a total of $2,000
is provided to, and shared by, multiple inventors.  In addition, a
few of the Debtors' employees participate in an expatriate
program, which provides for benefits to employees they require to
relocate overseas.

Rochester Hills, Mich.-based DURA Automotive Systems, Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The Debtors filed for chapter 11 petition on October 30, 2006
(Bankr. D. Del. Case No. 06-11202).  Richard M. Cieri, Esq., Marc
Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine
Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the
Debtors' bankruptcy proceedings.  Mark D. Collins, Esq., Daniel J.
DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton
& Finger, P.A., are the Debtors' co-counsel.  Baker & McKenzie
acts as the Debtors' special counsel.  Togut, Segal & Segal LLP is
the Debtors' conflicts counsel.  Miller Buckfire & Co. LLC is the
Debtors' investment banker.  Glass & Associates Inc. gives
financial advice to the Debtor.  Kurtzman Carson Consultants LLC
handles the notice, claims, and balloting for the Debtors.
Brunswick Group LLC acts as the Debtors' Corporate Communications
Consultants.  As of July 2, 2006, the Debtor had $1,993,178,000 in
total assets and $1,730,758,000 in total liabilities.  (Dura
Automotive Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


DURA AUTOMOTIVE: Court Gives Final Order for Banks to Honor Checks
------------------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware granted, on a final basis, DURA Automotive
Systems Inc. and its debtor-affiliates' request, pursuant to
Sections 105(a), 363(b), 363(c), 507(a) and 1107 of the Bankruptcy
Code, to:

     -- authorize and direct all banks to honor checks for
        employee wages and salaries prior to the Debtors' filing
        for chapter 11 protection, and all associated taxes; and

     -- prohibit banks from placing any holds on, or attempt to
        reverse, any automatic transfers to employee accounts for
        payroll amounts prior to the filing for chapter 11
        protection, pending the hearing on the Debtors' "first
        day" motions and applications in the Chapter 11 cases.

Judge Carey previously directed Bank of America, N.A., which
maintains the Debtors' master payroll account, not to honor more
than $500,000 in the aggregate on account of the Payroll Checks,
unless otherwise ordered by the Court.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, informed the Court that the Debtors issued
checks and direct deposits to their salaried employees aggregating
$4,790,000 on Oct. 27, 2006, for the pay period ended
Oct. 31, 2006.  The Debtors also issued checks and directed
deposits to their hourly employees totaling $3,150,000 on
Oct. 27, 2006, for the pay period ended Oct. 20, 2006.

Given the relatively brief period of time between the
Oct. 27, 2006 payroll and the date they filed for bankruptcy, the
Debtors believe that many of the employee checks had not cleared
as of their bankruptcy filing.  Nevertheless, since approximately
90% of these payments were made via direct deposit, the Debtors
estimate that no more than $500,000 in Payroll Checks, before
their bankruptcy filing, remains outstanding.

The Debtors were wary that the Banks would not honor outstanding
Payroll Checks absent a Court order authorizing the payment.  The
Debtors maintain that, at this critical juncture in their cases,
it is essential that the employee-workforce remains in place and
properly motivated.

According to Mr. Collins, if the Debtors fail to meet their
payroll, the employees would have little incentive to remain on
the job.  Even if the employees do not leave their jobs, the
Debtors' failure to meet payroll obligations will have a
significant detrimental effect on employee morale and thus reduce
the employees' willingness to aid in the restructuring of the
Debtors through a successful reorganization of the Debtors'
business, he asserted.

Rochester Hills, Mich.-based DURA Automotive Systems, Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The Debtors filed for chapter 11 petition on October 30, 2006
(Bankr. D. Del. Case No. 06-11202).  Richard M. Cieri, Esq., Marc
Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine
Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the
Debtors' bankruptcy proceedings.  Mark D. Collins, Esq., Daniel J.
DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton
& Finger, P.A., are the Debtors' co-counsel.  Baker & McKenzie
acts as the Debtors' special counsel.  Togut, Segal & Segal LLP is
the Debtors' conflicts counsel.  Miller Buckfire & Co. LLC is the
Debtors' investment banker.  Glass & Associates Inc. gives
financial advice to the Debtor.  Kurtzman Carson Consultants LLC
handles the notice, claims, and balloting for the Debtors.
Brunswick Group LLC acts as the Debtors' Corporate Communications
Consultants.  As of July 2, 2006, the Debtor had $1,993,178,000 in
total assets and $1,730,758,000 in total liabilities.  (Dura
Automotive Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ENRON CORP: Court Okays $44 Million Dynegy Settlement Agreement
---------------------------------------------------------------
The Honorable Arthur Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York approved the $44 million Settlement
Agreement between Enron Corp. and its debtor-affiliates and Dynegy
Inc. and its affiliates, relating to the Guarantee Litigation and
the Dynegy Adversary Proceeding.

As reported in the Troubled Company Reporter on Nov. 8, 2006,
Enron Corp., Enron North America Corp. fka Enron Capital and Trade
Resources Corp., EnronOnline, LLC, and their non-debtor affiliates
Enron Canada Corp., Enron Capital and Trade Resources, Ltd., had
entered into a Master Netting Security and Setoff Agreement with:

    -- Dynegy Inc.,
    -- Dynegy Marketing and Trade,
    -- Dynegy Power Marketing, Inc.,
    -- Dynegy Broadband Marketing and Trade,
    -- Dynegy Canada, Inc.,
    -- Dynegydirect Inc.,
    -- Dynegy Global Liquids, Inc.,
    -- Dynegy Liquids Marketing and Trade,
    -- and Dynegy UK Limited.

Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that the MNA purported to create cross-product and cross-
affiliate netting and set-off rights as to the underlying
obligations among all the Dynegy Parties and Enron Parties under
their respective trading agreements, or Underlying Master
Agreements.  The MNA also seeks to aggregate claims and debts
among the Enron Parties and the Dynegy Parties, which means the
claims and debts would be reduced to a singular amount due from
the Dynegy Parties to the Enron Parties or vice versa.  In
addition, Enron provided the Dynegy Parties with the Enron
Group Guarantee Agreement, which guaranteed all of the Enron
Parties' obligations under the MNA.

On Oct. 15, 2002, the Dynegy Parties filed Claim Nos. 13397,
13398, 13399, 13400, 13401, 13402 and 13403 against the Enron
Debtors, with each claim amounting to $93,558,630.  The Dynegy
Parties argued that the Claims are due under the Enron Guarantee.
Before filing their Claims, the Dynegy Parties filed a request
for relief from the automatic stay to enforce the MNA and
commence arbitration against the Enron Debtors.

The Enron Parties objected to the Dynegy Parties' stay relief
motion and moved to enjoin the Arbitration Proceeding.  The Court
subsequently granted the Enron Parties' request.

The parties eventually agreed that the Guaranty Litigation would
ultimately be consolidated in the Dynegy Adversary Proceeding.

According to Ms. Gray, as a result of the Dynegy Adversary
Proceeding and other orders entered by Judge Gonzalez, the Enron
Debtors hold reserves related to $1,144,320,954 of disputed
claims for the benefit of the Dynegy Parties in the Disputed
Claims Reserve.

After negotiations, the parties reached a settlement agreement.
The terms of the settlement are:

   (1) they will release each other from all claims, obligations,
       demands, actions, causes of action, and liabilities
       arising from any event, transaction, matter and
       circumstance related to the Guarantee Litigation and the
       Dynegy Adversary Proceeding;

   (2) the Dynegy Parties will make a $44,000,000 settlement
       payment to the Enron Parties;

   (3) the Dynegy Claims will be deemed irrevocably withdrawn,
       with prejudice, and to the extent applicable, expunged;
       and

   (4) After actual receipt of the settlement payment, the Enron
       Parties will enter into stipulations with the Dynegy
       Parties, dismissing with prejudice the Dynegy Adversary
       Proceeding, the Guarantee Litigation, and all claims and
       counterclaims related to the Adversary Proceeding and the
       Guarantee Litigation.

                       About Enron Corp.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen,
Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP represent
the Debtor.  Jeffrey K. Milton, Esq., Luc A. Despins, Esq.,
Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at Milbank,
Tweed, Hadley & McCloy LLP represents the Official Committee of
Unsecured Creditors.  (Enron Bankruptcy News, Issue No. 182;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ENTERPRISE PRODUCTS: Reports $208-Mil. Net Income for 3rd Quarter
-----------------------------------------------------------------
Enterprise Products Partners L.P. reported its financial results
for the three months and nine months ended Sept. 30, 2006.

The partnership reported net income of $208 million for the third
quarter of 2006, a 59% increase from net income of $131 million,
in the third quarter of 2005.  Net income for the third quarter of
2006 includes approximately $50 million of cash proceeds from
business interruption insurance claims associated with Hurricanes
Katrina and Rita in 2005 and Hurricane Ivan in 2004.

This benefit was partially offset by charges in the third quarter
of 2006 for a non-cash impairment of the investment in certain
offshore natural gas pipelines for $7.4 million and a $6.6 million
loss related to the contracted replacement of cushion natural gas
at the partnership's Wilson natural gas storage facility that is
undergoing mechanical repairs.

Revenue for the third quarter of 2006 increased 19%, to
$3.9 billion compared to $3.2 billion for the third quarter of
2005.  Operating income for the third quarter of 2006 increased
41% to $274 million compared to $194 million for the third quarter
of 2005.  Gross operating margin increased 28% to $400 million for
the third quarter of 2006 from $312 million for the same quarter
in 2005.

"Enterprise delivered another exceptional quarter.  We posted
records for revenue, gross operating margin, operating income, net
income, EBITDA and distributable cash flow irrespective of the
insurance proceeds," said Robert G. Phillips, President and Chief
Executive Officer of Enterprise.

"During the third quarter, our expansive network of pipelines
transported a record 2 million barrels per day of NGLs, crude oil
and petrochemicals and over 7.6 trillion Btus of natural gas.  Our
fractionation, isomerization and octane enhancement facilities
processed almost 500,000 barrels per day of hydrocarbons - another
record.

"The 28% increase in gross operating margin for the quarter was
led by strong contributions from three of our four business
segments. These results reflect a robust global economy and strong
demand for crude oil, NGLs and natural gas.  Further, we benefited
from the continued high level of drilling and resulting production
increases in the supply basins we serve, a favorable natural gas
to crude oil ratio which impacted processing and fractionation
margins, improved performance in the offshore area as hurricane
repairs were completed and the overall impact of many of our
organic growth projects and acquisitions completed in 2005 and
2006.

"Our distributable cash flow for the quarter exceeded the declared
cash distributions to partners by approximately $76 million.
Consistent with our long-term value creation strategy, we will
retain this surplus in the partnership to invest in our attractive
portfolio of organic growth projects and bolt-on acquisitions and
to reduce debt.

"In the two full years since we have completed the merger with
GulfTerra Energy Partners, Enterprise has generated over $1.8
billion in distributable cash flow, increased our cash
distribution rate to partners by 16.5% and reinvested
approximately $300 million of excess distributable cash in the
growth of the partnership.  Since Enterprise's initial public
offering in 1998, we have managed our cash flow to provide our
unitholders with an attractive rate of cash distribution growth
while reinvesting cash in the partnership to enhance our financial
flexibility, reduce the need to access the equity markets and to
increase the long-term value of our partnership units," stated Mr.
Phillips.

"During the first nine months of this year, we have completed
significant steps to raise the equity capital to front-end load
and support our growth capital budget for 2006 and 2007. In total,
we have raised over $1.1 billion of capital through the issuance
of common units, the equity content ascribed by the rating
agencies to our issuance of the $550 million of Junior
Subordinated notes due 2066, and distributable cash flow that has
been reinvested in the partnership. As a result, we finished the
quarter with approximately $1.3 billion in liquidity and in a
strong financial position from which to execute our current growth
plans for 2006 and 2007," Mr. Phillips concluded.

                      About Enterprise Products

Headquartered in Houston, Texas, Enterprise Products Partners L.P.
-- http://www.epplp.com/-- provides midstream energy
services to producers and consumers of natural gas, NGLs and crude
oil.  Enterprise transports natural gas, NGLs and crude oil
through 33,100 miles of onshore and offshore pipelines and is an
industry leader in the development of midstream infrastructure in
the United States and the Gulf of Mexico.  Services include
natural gas transportation, gathering, processing and storage; NGL
fractionation, transportation, storage, and import
and export terminaling; crude oil transportation and offshore
production platform services.

                           *     *    *

As reported in the Troubled Company Reporter on June 19, 2006,
Standard & Poor's Ratings Services affirmed the 'BB+' corporate
credit rating on master limited partnership Enterprise Products
Partners L.P. and subsidiary Enterprise Products Operating L.P.,
as well as the 'B+' corporate credit on EPCO Holdings Inc.


FOAMEX INTERNATIONAL: Court Approves SSI's Amended Employment
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approves
Foamex International Inc. and its debtor-affiliates' application,
as amended, to hire SSI (U.S.) Inc., doing business as
SpencerStuart, as executive search consultants, nunc pro tunc to
June 26, 2006.

Judge Walsh authorizes the Debtors to compensate SpencerStuart
$100,000, in full satisfaction of the fees and expenses it
incurred, on a final basis.

As reported in the Troubled Company Reporter on July 4, 2006,
SpencerStuart will assist the Debtors' three-member search
committee in identifying and hiring the Debtors' permanent
president and chief executive officer in accordance with the
criteria to be developed by the Search Committee, senior
management and advisors.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 33; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


FOAMEX INTERNATIONAL: Court Okays Hepbron Settlement Agreement
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approves
Foamex International Inc. and its debtor-affiliates' Settlement
Agreement with Hepbron Vending and Food Services Inc.

As reported in the Troubled Company Reporter on Nov. 14, 2006, the
parties have agreed to resolve the issues between them with
respect to the Civil Action and Claim No. 833.

In a settlement agreement, the parties agree that:

   (a) Foamex will allow Hepbron a general unsecured claim for
       $2,500, which liquidates Claim No. 833; and

   (b) the parties will mutually release each other from any and
       all claims or actions in connection with the Civil Action
       or the Claim.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 33; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


GADZOOKS INC: Judge Hale Approves Equity Committee Counsel's Fees
-----------------------------------------------------------------
Hughes and Luce, LLP, serving as counsel to the Official Committee
of Equity Security Holders in Gadzooks, Inc., filed its final
application for compensation, seeking approval of approximately
$950,000 in fees and expenses.  William Kaye, the Liquidating
Trustee and successor to the Official Committee of Unsecured
Creditors objected.

In a decision published at 2006 WL 2854388, the Honorable Harlin
DeWayne Hale holds that counsel for a committee of equity security
holders can receive a professional fee award under the Bankruptcy
Code for the services that were provided prior to the date on
which it became clear that the committee's proposed plan would not
be confirmed, regardless of whether counsel could show an
"identifiable, tangible, and material benefit" to the Chapter 11
estate.  Further, Judge Hale finds the services were reasonable
and necessary when rendered, the work was beneficial to the estate
when performed, and, based upon its complexity, the work was
performed in a timely manner and at rates customarily charged by
comparably skilled practitioners. Judge Hale rejected the notion
that professional fees could be judged in hindsight.

Headquartered in Carrollton, Texas, Gadzooks, Inc. --
http://www.gadzooks.com/-- is a mall-based specialty retailer
providing casual apparel and related accessories for youngsters,
between the ages of 14 and 18. The Company filed for chapter 11
protection on February 3, 2004 (Bankr. N.D. Tex. Case No. 04-
31486). Charles R. Gibbs, Esq., and Keith Miles Aurzada, Esq., at
Akin Gump Strauss Hauer & Feld, LLP, represent the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $84,570,641 in total assets and
$42,519,551 in total debts.  The Honorable Harlin DeWayne Hale
confirmed the First Amended Joint Plan of Liquidation filed by
Gadzooks, Inc., and its Official Committee of Unsecured Creditors
on Feb. 6, 2006.


GAP INC: Earns $189 Million in Quarter Ended October 28
-------------------------------------------------------
Gap Inc. reported net earnings for the third quarter ended Oct.
28, 2006, of $189 million, compared with $212 million, for the
same period last year.

Third quarter net sales were $3.9 billion, compared with
$3.9 billion for the same period last year.  Comparable store
sales decreased 5%, compared with a 7% decrease for the same
period last year.

"Our third quarter results reflect that each brand is at a
different stage in its turnaround," said Paul Pressler, president
and CEO.  "We are pleased with the solid performance at Banana
Republic and continued progress each month of the quarter at Gap
brand; however, Old Navy's results were disappointing.  Heading
into the holiday season, our teams are focused on driving strong
execution."

The company disclosed that it ended the third quarter with
$2.4 billion in cash and short-term investments. T his represents
$1.9 billion more in cash and investments than total debt.  For
the 39 weeks ended Oct. 28, 2006, free cash flow was an inflow of
$214 million, compared with an outflow of $120 million last year.
The increase was driven primarily by reductions in working
capital.  The company still expects to generate at least $800
million in free cash flow in fiscal 2006.

On Aug. 3, 2006, the company's Board of Directors authorized
$750 million for its share repurchase program in addition to the
$500 million authorization that was announced at the beginning of
fiscal year 2006.

During the third quarter, the company repurchased 16 million
shares for $271 million.  As of Nov. 15, 2006, the company has
utilized $344 million of its $750 million authorization, for a
total of 20 million shares repurchased.  At the end of the third
quarter, the company's outstanding shares were 822 million.

The company paid a dividend of $0.08 per share in the third
quarter, compared with a dividend of $0.045 per share in the same
period last year.

The company reported that inventory per square foot was flat at
the end of the third quarter compared with a 7% decline in the
third quarter of the prior year.  The% increase in inventory per
square foot at the end of the fourth quarter is still expected to
be in the low-single digits, compared with an 11% decrease last
year.

Inventory per square foot at the end of the first quarter of
fiscal 2007 is expected to be flat, compared with a 5% decrease in
the first quarter of the prior year.

The company's growth strategy is to build and expand its brands
through new product categories and through international, online
and real estate growth.  In the third quarter, Banana Republic
continued its expansion in Japan, and the first Gap franchise
stores opened in Singapore and Malaysia.

The company has built a world-class online business, with the
October launch of Piperlime (an online shoe business) being the
most recent example.  An additional 10 new Forth & Towne stores
opened in the third quarter.

Through Oct. 28, 2006, the company opened 160 store locations and
closed 56 store locations.  Net square footage for the third
quarter increased 2% compared to a 3% increase the same period
last year.  For fiscal 2006, the company still expects to open
about 190 store locations and to close about 125 store locations.
Net square footage is still expected to increase between 2 and 3%
for fiscal 2006.

                          About Gap Inc.

Gap Inc. -- http://www.gapinc.com/-- is an international
specialty retailer offering clothing, accessories and personal
care products for men, women, children and babies under the Gap,
Banana Republic, Old Navy, Forth & Towne and Piperlime brand
names.  Gap Inc. operates more than 3,100 stores in the United
States, the United Kingdom, Canada, France, Ireland and Japan.  In
addition, Gap Inc. is expanding its international presence with
franchise agreements for Gap and Banana Republic in Southeast Asia
and the Middle East.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 21, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured ratings on San Francisco-based The Gap Inc.
to 'BB+' from 'BBB-'.  The outlook is stable.


GENTEK INC: Earns $2.9 Million in Third Quarter of 2006
--------------------------------------------------------
GenTek Inc reported $2.9 million net income on $225 million of
revenues for the third quarter ended Sept. 30, 2006, compared with
$1.3 million net income on $209.1 million of revenues for the same
period in 2005.

The increase in revenues was primarily due to higher sales of
$10 million in the performance chemicals segment as a result of
broad based strength across all end markets, and higher sales of
$6 million in the manufacturing segment as a result of higher
sales in the appliance and electronics market and the automotive
market.  The increase in sales in the automotive market is due to
the acquisition of Precision Engine Products in the third quarter.

At Sept. 30, 2006, the company's balance sheet showed
$766.9 million in total assets, $668.4 million in total
liabilities and $98.5 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements are available for free at:

               http://researcharchives.com/t/s?1555

                    Recent Company Acquisitions

On Sept. 21, 2006, the company acquired the assets of GAC
MidAmerica, Inc., for a total purchase price of $8.28 million.
The acquisition included manufacturing facilities in Toledo, Ohio,
Indianapolis, Indiana, and Saukville, Wisconsin.  GAC produces
aluminum sulfate and bleach, as well as distributing specialty
water treatment chemicals, sulfuric acid and caustic soda.

On July 31, 2006, the company acquired the assets of Precision
Engine Products Corp., a wholly owned subsidiary of Stanadyne
Corp. for a purchase price of $25,762,000 in cash, plus the
potential of an earn out for Stanadyne of $10,000,000 twelve
months later, based on certain performance metrics being achieved
post closing.  Precision manufactures hydraulic lash adjusters and
die cast aluminum rocker arm assemblies.

On July 27, 2006, the company acquired the assets of Repauno
Products, LLC, for $5,812,000.  Repauno manufactures sodium
nitrite which is used in a wide range of industries including
metal finishing, heat transfer salts, rubber processing, meat
curing, odor control and inks and dyes.

                         About GenTek Inc.

GenTek Inc. -- http://www.gentek-global.com/-- provides specialty
inorganic chemical products and services for treating water and
wastewater, petroleum refining, and the manufacture of personal-
care products, valve-train systems and components for automotive
engines and wire harnesses for large home appliance and automotive
suppliers.  GenTek operates over 60 manufacturing facilities and
technical centers and has approximately 6,900 employees

                         *     *     *

In February 2005, Moody's Investors Service placed a B2 rating on
GenTek's $60 million senior secured revolving credit facility, due
2010, $235 million senior secured term loan B, due 2011.


GLOBAL HOME: Can Use Madeleine's Cash Collateral Until February 28
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Global Home Products LLC and its debtor-affiliates authority
to continue using the cash collateral securing repayment of
their obligations to Madeleine LLC until Feb. 28, 2007.

The Debtors' authority to use the cash collateral expired
on Oct.31, 2006.

The Debtors will use the funds to meet payroll and other operating
expenses and to maintain vendor support.

Madeleine is a creditor holding approximately $200,000,000 in
secured claims.  As adequate protection, the Debtors grant
Madeleine a valid, perfected and enforceable lien upon all of
their assets and superpriority administrative claim over any and
all administrative expenses.

Headquartered in Westerville, Ohio, Global Home Products, LLC
-- http://www.anchorhocking.com/and http://www.burnesgroup.com/
-- sells houseware and home products and manufactures high
quality glass products for consumers and the food services
industry.  The company also designs and markets photo frames,
photo albums and related home decor products.  The company and
16 of its affiliates, including Burnes Puerto Rico, Inc., and
Mirro Puerto Rico, Inc., filed for Chapter 11 protection on
April 10, 2006 (Bankr. D. Del. Case No. 06-10340).  Laura Davis
Jones, Esq., Bruce Grohsgal, Esq., James E. O'Neill, Esq., and
Sandra G.M. Selzer, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub LLP, represent the Debtors.  Bruce Buechler,
Esq., at Lowenstein Sandler, P.C., and David M. Fournier, Esq., at
Pepper Hamilton LLP represent the Official Committee of Unsecured
Creditors.  Huron Consulting Group LLC gives financial advice to
the Committee.  When the company filed for protection from their
creditors, they estimated assets between $50 million and
$100 million and estimated debts of more than $100 million.


GRANT PRIDECO:  Earns $126.5 Million in 2006 Third Quarter
----------------------------------------------------------
Grant Prideco, Inc. reported a $126.5 million net income on
$451.3 million of revenues for the quarter ended Sept. 30, 2006,
compared with a $48.1 million net income on $352.2 million of
revenues for the same period in 2005.

Consolidated revenues increased by $99.1 million mainly due to
revenue increases in:

    * the Drilling Products and Services business segment of
      $61.2 million,

    * the Drill Bits segment of $27.9 million, and

    * the Tubular Technology and Services segment of $9.2 million.

In addition, the company recognized a $20 million License and
Royalty Income in view of the technology licensing agreement it
signed with a competitor to use ReedHycalog's patented technology
for the shallow leaching of PDC cutters in exchange for
$20 million in guaranteed non-refundable and non-cancelable
payments and future royalty payments.

At Sept. 30, 2006, the company had:

    * cash of $98.0 million,
    * short-term investments of $6.0 million,
    * working capital of $636.6 million and
    * unused borrowing availability of $341.4 million

This compares to:

    * cash of $28.2 million,
    * working capital of $479.6 million and
    * unused borrowing availability of $330.6 million,

at Dec. 31, 2005.

At Sept. 30, 2006, the company's balance sheet showed $1.8 billion
in total assets, $556.6 million in total liabilities, $15 million
in minority interests, and $1.2 billion in total stockholders'
equity.

Full-text copies of the company's consolidated financial
statements are available for free at:

                http://researcharchives.com/t/s?155b

                    Anderson Group Acquisition

On Oct. 13, 2006, the company acquired Anderson Group Limited and
related companies for $115.7 million plus the assumption of net
debt of approximately $39.9 million.  The company funded the
acquisition with cash on hand and a draw under its credit
facility.

Anderson, headquartered in Aberdeen, Scotland, provides
specialized downhole drilling tools, including the AnderReamer and
AG-itator, and provides services related to these tools.

                     Stock Repurchase Program

In October 2006, the company's Board of Directors approved an
increase in its stock repurchase program by $200 million, to
$350 million from $150 million.  The company may repurchase its
shares in the open market based on, among other things, its
ongoing capital requirements and expected cash flows, the market
price and availability of its stock, regulatory and other
restraints and general market conditions.  The repurchase program
does not have an established expiration date.

Headquartered in Houston, Texas, Grant Prideco Inc. provides drill
bits and related equipment.  The company also makes engineered
tubular products for oil field exploration and development,
including drill pipe and drill stem products, large-diameter
casings, tubing and connections, and risers.  Grant Prideco offers
sales, technical support, repair, and field services to customers
worldwide.  The company was spun off by drilling equipment maker
Weatherford International in 2000.

                       *      *      *

As reported in the Troubled Company Reporter on Sept. 29, 2006,
Moody's Investors Service confirmed its Ba1 Corporate Family
Rating for Grant Prideco Inc., in connection with Moody's
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology for the oilfield service and refining
and marketing sectors.  Moody's also affirmed its Ba1 rating on
the company's 6.125% Senior Unsecured Guaranteed Global Notes Due
2015 and assigned the debentures an LGD4 rating suggesting
noteholders will experience a 55% loss in the event of a default.


HAWAIIAN TELCOM: Posts $43.9 Mil. Net Loss in 2006 Third Quarter
----------------------------------------------------------------
Hawaiian Telcom Communications, Inc., reported $43,934,000 net
loss for the quarter ended Sept. 30, 2006, compared to a
$59,032,000 net loss for the same period in 2005.

Third quarter operating revenues increased 17.3% to $141.7 million
from $120.8 million in the prior year, principally due to the
application of purchase accounting, which resulted in the deferral
of revenue from its directories business in last year's reporting.

After adjusting for purchase accounting, third quarter operating
revenues would have declined 3.2% annually.  As compared to the
second quarter 2006, operating revenues were approximately 2.1%
lower.

"Our third quarter performance is not reflective of the progress
and investment we have made to position Hawaiian Telcom to deliver
innovation and value to the marketplace," Michael Ruley, Hawaiian
Telcom's chief executive officer, commented.  "Last month we
launched the Company's first product bundles that provide
unlimited local, long distance and dedicated high speed Internet
service.  We still have significant progress to make on the
systems front to improve our operational productivity and
strengthen our controls environment, but we will continue to
selectively roll out products and services to take advantage of
opportunities we see in the marketplace."

Quarterly highlights for the company include:

   -- Adjusted EBITDA was $48.6 million.

   -- Transition costs and other cost structure changes incurred
      in the third quarter were $3.4 million.

   -- Access lines declined 1.8% sequentially to 615,300, as
      compared to the second quarter 2006 decline of 2.0%.  The
      annual access line decline was 5.5%.

   -- High-speed Internet connections were up 3.4% sequentially,
      or 3,000 lines, to 92,300 lines.

"The third quarter was a challenging one for the company on
several fronts and there remains a lot of hard work ahead to
overcome the cutover related systems issues we still face."  said
Michael Ruley, Hawaiian Telcom's chief executive officer.  "We
continue to make progress, but we are not satisfied with the pace
of that improvement, so we have brought onboard significant
external resources to assist us in meeting the needs of our
customers, improving systems functionality, and strengthening our
internal controls.  Resolving these matters is the company's
number one near term priority."

Operating expenses for third quarter 2006 were $154.7 million
compared with $150.7 million in the prior year.  The year over
year increase was primarily related to changes in the Company's
cost structure.  Sequentially, operating expenses increased 5.7%
from $146.3 million in the second quarter 2006.  The increase is
primarily due to an increase in reserves for uncollectible
accounts and higher wireline activation costs as a result of a
change in estimate, partially offset by lower compensation costs.

In the quarter, Hawaiian Telcom incurred $3.4 million of
transition costs related to the cut-over from Verizon, including
facilities renovation, relocation, systems, training and residual
contractor costs.

Hawaiian Telcom had drawn $142.0 million under its revolving
credit facility, down from $149.0 million at the end of the second
quarter, and has $57.8 million available, subject to covenants.
The Company generated cash of approximately $15.9 million in the
third quarter from operating and investing activities, including
payments for the transition costs mentioned earlier.  Reported
capital expenditures were $17.8 million for the third quarter.

                   About Hawaiian Telcom

Hawaiian Telcom is a telecommunications provider offering a wide
spectrum of telecommunications products and services, which
include local and long distance service, high-speed Internet,
wireless services, and print directory and Internet directory
services.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 23, 2006,
Moody's Investors Service placed all debt ratings of Hawaiian
Telcom Communications, Inc., including its B1 Corporate Family
Rating, on review for possible downgrade and downgraded the
company's speculative grade liquidity rating to SGL-4 from SGL-3.

As reported in the Troubled Company Reporter on Nov .20, 2006,
Standard & Poor's Ratings Services placed its ratings on Hawaiian
Telcom Communications Inc., including its 'B' corporate credit
rating, on CreditWatch with negative implications


HCA INC: Completes $33-Bil. Merger Deal with Pvt. Investor Group
----------------------------------------------------------------
HCA Inc. has completed a merger transaction pursuant to which the
Company has been acquired by a private investor group including
affiliates of Bain Capital, Kohlberg Kravis Roberts & Co. and
Merrill Lynch Global Private Equity, HCA founder Dr. Thomas F.
Frist, Jr. and HCA management.

As reported in the Troubled Company Reporter on July 25, 2006, the
Company and the investor group executed a definitive merger
agreement in a transaction valued at approximately $33 billion,
including the assumption or repayment of approximately
$11.7 billion of debt.

Under the terms of the agreement, HCA stockholders will receive
$51 in cash for each share of HCA common stock they hold,
representing a premium of approximately 18% to HCA's closing share
price on July 18, 2006, the last trading day prior to press
reports of rumors regarding a potential acquisition of HCA.

"We are very pleased to partner with a group of experienced
investors who share our commitment to maintaining HCA's 'patients
first' culture by continuing to focus on quality care and
investing substantial resources into our facilities," said Jack O.
Bovender, Jr., Chairman and Chief Executive Officer of HCA.  "We
believe this provides a good return to our shareholders and
effectively positions our company for continued growth and
success."

HCA common stock ceased trading on the New York Stock Exchange at
market close on Nov. 17, 2006, and will no longer be listed.

                     About Bain Capital

Bain Capital -- http://www.baincapital.com/-- is a private
investment firms, with over 20 years of experience in management
buyouts, and offices in Boston, New York, London, Munich, Hong
Kong, Shanghai and Tokyo.

                          About KKR

Kohlberg Kravis Roberts & Co. -- http://www.kkr.com/-- is a
private equity firms specializing in management buyouts, with
offices in New York, Menlo Park, California, London, Paris, Hong
Kong and Tokyo.

                         About HCA

Headquartered in Nashville, Tennessee, HCA (Hospital Corporation
of America) Inc. (NYSE: HCA) -- http://www.hcahealthcare.com/--  
is a healthcare services provider, composed of locally managed
facilities that include approximately 182 hospitals and 94
outpatient surgery centers in 22 states, England and Switzerland.
At its founding in 1968, HCA was one of the nation's first
hospital companies.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 22, 2006,
Fitch downgraded and removed from Rating Watch Negative HCA,
Inc.'s existing ratings as a result of the completion of its
leveraged buyout.  Fitch's rating action includes a downgrade of
the company's Issuer Default Rating to 'B' from 'BB+' and a
downgrade of its senior unsecured notes to 'CCC+/RR6' from 'BB+'.
Fitch has also withdrawn the 'BB+' rating on the Unsecured Bank
Facility.

As reported in the Troubled Company Reporter on Nov. 22, 2006,
Moody's Investors Service downgraded the ratings of the senior
unsecured notes assumed in the capital structure of HCA Inc. to
Caa1 from Ba2 after the closing of the leveraged buyout of the
company.


HOME FRAGRANCE: Panel Hires Thomas Henderson as Bankruptcy Counsel
------------------------------------------------------------------
The Honorable Karen K. Brown of the U.S. Bankruptcy Court for the
Southern District of Texas in Houston authorized the Official
Committee of Unsecured Creditors of Home Fragrance Holdings Inc.
to retain Thomas S. Henderson, Esq., as its bankruptcy counsel.

Mr. Henderson is expected to:

     a) advise the Committee with respect to its powers and
        duties;

     b) advise the Committee with respect to the rights and
        remedies of the estate's creditors and other parties in
        interest;

     c) review the Debtor's assets, liabilities and prior
        financial transactions to determine if potential
        recoveries may exist for the benefit of the unsecured
        creditors of the Debtor's estate.

     d) conduct appropriate examinations of witnesses, the
        Debtor, claimants and other parties in interest;

     e) prepare all appropriate pleadings and other legal
        instruments required to be filed in this case;

     f) represent the Committee in all proceedings before the
        Court and in any other judicial or administrative
        proceedings in which the rights of the Committee or the
        estate may be affected;

     g) advise the Committee in connection with the formulation,
        solicitation, confirmation and consummation of any
        plan(s) of reorganization which the Debtor or another
        party may propose; and

     h) perform any other legal services that may be appropriate
        in connection with the continued representation of the
        interest of the unsecured creditors herein.

Mr. Henderson will charge $375 per hour for this engagement.

Mr. Henderson assured the Court that he is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Henderson can be reached at:

     Thomas S. Henderson, Esq.
     South Tower, Pennzoil Place
     711 Louisiana Street, Suite 3100, 31st Floor
     Houston, TX 77002
     Tel: (713) 227-9500
     Fax: (713) 620-3023

Headquartered in Houston, Texas, Home Fragrance Holdings Inc.
-- http://www.hfh.cc/-- designs, manufactures and sells candles.
The Company filed for chapter 11 protection on Oct. 23, 2006
(Bankr. S.D. Tex. Case No. 06-35661).  Elizabeth Carol Freeman,
Esq., and Thomas H. Grace, Esq., at Locke Liddell, et al.
represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts between $1 million and $100 million.


HOME FRAGRANCE: Selects Don Martin as Chief Restructuring Officer
-----------------------------------------------------------------
Home Fragrances Holdings Inc. asks the U.S. Bankruptcy Court for
the Southern District of Texas for authority to employ Don R.
Martin, a partner at Corporate Revitalization Partners LLC, as its
chief restructuring officer and sales consultant.

Under a consulting services agreement, Mr. Martin will:

   a) report to the Debtor's management;

   b) provide weekly operational updates to the Debtor's Board of
      Directors;

   c) conduct a thorough business review of the Debtor, including
      a review of the Debtor's financial condition, a creditor
      analysis, a strategic positioning analysis, an analysis of
      the Debtor's short-term needs, an analysis of its
      organizational structure, and a cost analysis to determine
      the proper approach for maximizing the Debtor's value and
      protecting the payments from the U.S. Bureau of Customs and
      Border Enforcement pursuant to the Continued Dumping and
      Subsidy Offset Act of 2000;

   d) build computer models to forecast cash and historical trends
      as well as various liquidation scenarios for the Debtor;

   e) meet with the Debtor's creditors and its shareholders as
      necessary;

   f) assist the Debtor's counsel in preparing the Debtor's
      schedules and statements of financial affairs as well as any
      other court documents required during the course of the
      bankruptcy case;

   g) provide testimony on the Debtor's behalf before the
      Bankruptcy Court, if necessary;

   h) assist the Debtor's management and its counsel in developing
      a plan of liquidation;

   i) manage the Debtor's cash flow and vendor relations as the
      Debtor's Board or its management may request;

   j) negotiate with authorities on permits and other issues; and

   k) develop and manage a plan to sell the Debtor's assets, which
      would include, without limitation:

      * developing list of potential purchasers;

      * developing a "Teaser" memo;

      * managing potential buyers and organizing the deal process;

      * coordinating and organizing access to an electronic data
        room to any onsite data room; and

      * assisting HFH's counsel in negotiating a stalking horde
        bid, coordinating the auction process and hosting the
        auction.

William Schoner, the Debtor's chief financial officer, discloses
that David Hull, also a partner at CRP, will assist Mr. Martin.
William Snyder, managing manager of CRP, will aid Mr. Martin and
Mr. Hull as necessary.

Mr. Schoner further discloses that Mr. Martin's and Mr. Hull's
hourly rates are $350 and $300, respectively.  Mr. Snyder charges
$400 per hour for his services.

Mr. Schoner assures the Court that that CRP is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not hold or represent any interest
adverse to the Debtors' estates.

CRP can be reached at:

     13355 Noel Road, Suite 1825
     Dallas, Texas 75240
     Telephone (972) 702-7333
     Fax (972) 702-7334

Headquartered in Houston, Texas, Home Fragrance Holdings Inc.
-- http://www.hfh.cc/-- designs, manufactures and sells candles.
The Company filed for chapter 11 protection on Oct. 23, 2006
(Bankr. S.D. Tex. Case No. 06-35661).  Elizabeth Carol Freeman,
Esq., and Thomas H. Grace, Esq., at Locke Liddell, et al.
represent the Debtor in its restructuring efforts.  Thomas S
Henderson, III, Esq., in Houston, Texas, represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $1 million and $100 million.


HORNBECK OFFSHORE: Earns $23.9 Million in 2006 Third Quarter
------------------------------------------------------------
Hornbeck Offshore Services Inc. reported a $23.9 million net
income on $77.5 million of revenues for the third quarter ended
Sept. 30, 2006, compared with a $9.4 million net income on
$46.5 million of revenues for the same period in 2005.

The increase in net income in the third quarter of 2006 compared
to the same period in 2005 was primarily due to the increase in
revenues in the third quarter of 2006.  Revenues for the three
months ended Sept. 30, 2006 were $31.0 million, or 66.8%, higher
than the same period in 2005 due to stronger market conditions in
the United States Gulf of Mexico for services provided by offshore
supply vessels and tugs and tank barges, in addition to increasing
demand for barge transportation services in the northeastern
United States.  Revenues also increased due to the incremental
contribution of three double-hulled tank barges under the
company's first tug and tank barge newbuild program placed into
service during the fourth quarter of 2005 and a shore-based
facility acquired in December 2005.

At Sept. 30, 2006, the company had cash and cash equivalents of
$310.6 million.

At Sept. 30, 2006, the company's balance sheet showed $911.9
million in total assets, $416.6 million in total liabilities, and
$495.3 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2006, are available for
free at:

              http://researcharchives.com/t/s?15b3

Based in Covington, Louisiana, Hornbeck Offshore Services Inc.
-- http://www.hornbeckoffshore.com/-- through its subsidiaries,
provides offshore supply vessels for the offshore oil and gas
industry primarily in the United States Gulf of Mexico and
internationally.

                          *      *      *

As reported in the Troubled Company Reporter on Nov. 17, 2006,
Moody's Investors Service affirmed Hornbeck Offshore Services
Inc.'s Ba3 corporate family rating, Ba3 Probability of Default
Rating, Ba3 and LGD4, 55% senior unsecured note ratings, and
changed the outlook from stable to negative.


HOUSE OF MERCY: Bankr. Ct. Won't Interfere in Medicare Dispute
--------------------------------------------------------------
House of Mercy, Inc., sued for reinstatement of its Medicare
provider number and reimbursement of $486,687.23 of claims that
allegedly became due before its provider number was revoked.  The
Centers for Medicare & Medicaid Services moved to dismiss.  In a
decision published at 2006 WL 2819646, the Honorable Henley A.
Hunter held that the bankruptcy court did not have jurisdiction to
hear the debtor's claims, even its Fifth Amendment due process
claims, given that debtor had never requested a hearing on the
Medicare revocation decision, and thus had not exhausted its
administrative remedies as required by Medicare statutes.

House of Mercy, Inc., filed for chapter 11 protection on November
3, 2004 (Bankr. W.D. La. Case No. 04-52697). The Debtor operated a
healthcare business as a supplier of wheelchairs or "durable
medical equipment or 'DME,' prosthetics, orthotics and supplies"
(DMEPOS supplier), as regulated by Medicare under a Medicare
provider number.  Six days after the bankruptcy filing, the Center
for Medicare Services revoked the debtor's provider number saying
that an audit showed House of Mercy to be in violation of seven
out of twenty-one provider requirements.  Stephen D. Wheelis,
Esq., at Wheelis & Rozanski in Alexandria, La., represents the
debtor.


INDEPENDENCE TAX: Sept. 30 Balance Sheet Upside-Down by $2.5 Mil.
-----------------------------------------------------------------
Independence Tax Credit Plus LP reported a $1.53 million net loss
on $5.6 million of revenues for the quarter ended Sept. 30, 2006,
compared with a $1.54 million net loss on $5.4 million of revenues
for the same period in 2005.

At Sept. 30, 2006, the limited partnership's balance sheet showed
$128.1 million in total assets, $125.3 million in total
liabilities, $5.3 million in minority interests, resulting in a
partners' deficit of $2.5 million.

Rental income remained fairly consistent with an increase of
approximately 2% for the quarter ended Sept. 30, 2006 compared
with the corresponding period in 2005, primarily due to rental
rate increases offset by a decrease in occupancy at one subsidiary
partnership.  Other income increased approximately $59,000 for the
quarter ended Sept. 30, 2006, primarily due to the receipt of
insurance proceeds in 2006 resulting from a fire in 2005 at one
subsidiary partnership, an increase in tenant charges and laundry
income at a second subsidiary partnership and an increase in cable
service fees at a third subsidiary partnership offset by the
receipt of insurance proceeds to cover fire damages in the prior
year at a fourth subsidiary partnership.

Total expenses, excluding operating, remained fairly consistent
with an increase of less than 1% for the quarter ended Sept. 30,
2006 as compared to the corresponding period in 2005.

Operating expense increased approximately $42,000 for the quarter
months ended Sept. 30, 2006 as compared to the corresponding
period in 2005, primarily due to increases in gas charges at three
subsidiary partnerships, an increase in heating costs at a fourth
subsidiary partnership and an increase in water and sewer charges
at a fifth subsidiary partnership.

Full-text copies of the limited partnership's third quarter
financial statements are available for free at:

              http://researcharchives.com/t/s?14b5

               Beneficial Assignment Certificates

On July 1, 1991, the company commenced a public offering of
Beneficial Assignment Certificates representing assignments of
limited partnership interests in the company.  The company
received $76,786,000 of gross proceeds from Offering from 5,351
investors and no further issuance of these certificates is
anticipated.  As of Sept. 30, 2006, the company has invested all
of its net proceeds in 28 other partnerships.  Approximately
$8,600 of the purchase price remains to be paid to the other
partnerships(all of which is held in escrow).

The company and Beneficial Assignment Certificates holders began
to recognize the tax credits with respect to a property when the
period of the company's entitlement to claim tax credits (for each
property generally ten years from the date of investment or, if
later, the date the property is placed in service) for such
property commenced.  Because of the time required for the
acquisition, completion and rent-up of properties, the amount of
tax credits per Certificate gradually increased over the first
three years of the company's existence.  Tax credits not
recognized in the first three years will be recognized in the 11th
through 13th years.  The company generated $17,573, $1,051,548 and
$7,001,508 of tax credits during the 2005, 2004 and 2003 tax
years, respectively.

                       About Independence Tax

Independence Tax Credit Plus LP is a limited partnership which has
investments in 28 other subsidiary partnerships owning leveraged
complexes that are eligible for the low-income housing tax credit.
The company's investment in each of these other partnerships
represents from 98% to 98.99% of the company's interests in these
other partnerships.

Independence Tax Credit Plus LP's general partner is Related
Independence Associates LP.  Related Independence Associates LP is
also the general partner of Independence Tax Credit Plus LP II.
In turn, Related Independence Associates Inc. is the general
partner of Related Independence Associates LP.

Opa-Locka, one of the subsidiary partnerships, is in default on
its third and fourth mortgage notes and continues to incur
significant operating losses.  Independence Tax Credit's
investment in Opa-Locka at Sept. 30, 2006, was approximately
$2,902,000.


INDEPENDENCE TAX II: Sept. 30 Balance Sheet Upside-Down by $4.9MM
-----------------------------------------------------------------
Independence Tax Credit Plus L.P. II reported a $1.1 million net
loss on $2.45 million of revenues for the second fiscal quarter
ended Sept. 30, 2006, compared with a $1 million net loss on
$2.5 million of revenues for the same period in 2005.

At Sept. 30, 2006, the limited partnership showed $77.4 million in
total assets, $83.4 million in total liabilities, and $1 million
in minority interests, resulting in a $4.9 million partner's
deficit.

Rental income decreased approximately 3% for the quarter ended
Sept. 30, 2006 as compared to the same period in 2005, primarily
due to a drop in occupancy resulting from damages caused by
Hurricane Katrina at one subsidiary partnership, offset by
increases in rental rates of other subsidiary partnerships.

Other income increased approximately $23,000 for the quarter ended
Sept. 30, 2006 primarily due to insurance proceeds received for
hurricane damages at one subsidiary partnership.

Total expenses, excluding operating, remained fairly consistent
with variances of less than 1% for the quarter ended Sept. 30,
2006 as compared to the same period in 2005.

Operating expenses increased approximately $40,000 for the quarter
ended Sept. 30, 2006, as compared to the same period in 2005,
primarily due to increased gas and water costs at one subsidiary
partnership and increased heat, gas and electricity costs at a
second subsidiary partnership.

Full-text copies of the partnership's consolidated financial
statements for the second quarter ended Sept. 30, 2006 are
available for free at:  http://researcharchives.com/t/s?14c1

                 Beneficial Assignment Certificates

On Jan. 19, 1993, the Partnership commenced a public offering of
Beneficial Assignment Certificates representing assignments  of
limited  partnership  interests  in the company.  The company
received $58,928,000 of gross proceeds from the offering from
3,475 investors.  The offering was terminated on April 7, 1994.
As of September 30, 2006, the  Partnership  has invested all of
its net proceeds in fifteen subsidiary partnerships.

Approximately $282,000 of the purchase price remains to be paid to
the subsidiary partnerships (including approximately $24,000 being
held in escrow).

The tax credits  are  attached  to a subsidiary partnership for
the 10 year credit period and are  transferable with the property
during the entirety of such 10 year period.  If trends in the real
estate market warranted the sale of a property, the remaining tax
credits would transfer to the new owner, thereby adding value to
the property on the market.  However, such value declines each
year and is not included in the financial  statement carrying
amount.  The credit periods are scheduled to expire at various
times through Dec. 31, 2007 with respect to the subsidiary
partnerships depending upon when the credit period commenced.
The Partnership generated $4,827,456, $8,384,145 and $8,746,267 of
tax credits during each of the 2005, 2004 and 2003 tax years,
respectively.

               About Independence Tax Credit Plus II

Independence Tax Credit Plus II is a limited partnership formed
under the laws of Delaware on February 11, 1992.  Its general
partner Related Independence Associates L.P. is an affiliate of
CharterMac Capital LLC.  At Sept. 30, 2006, the partnership has
subsidiary interests in fifteen other limited partnerships owning
leveraged apartment complexes that are eligible for the low-income
housing tax credit.  The company's investment in each subsidiary
partnership represents 98.99% of the company's interests in these
other partnerships.


INSIGHT COMMS: Posts $7.7 Million Net Loss in 2006 Third Quarter
----------------------------------------------------------------
Insight Communications Co. Inc. reported a net loss of
$7.7 million on $318.1 million of revenues for the third quarter
ended Sept. 30, 2006, compared with a $7.4 million net loss on
$279 million of revenues for the same period in 2005.

Revenue for the quarter ended Sept. 30, 2006 increased 14% over
the prior year, due primarily to customer gains in all services,
as well as video rate increases.

At Sept. 30, 2006, the company's balance sheet showed $3.7 billion
in total assets, $3 billion in total liabilities, $245 thousand in
minority interest, and $454,000 in stockholders' equity.

The company's balance sheet at Sept. 30, 2006, also showed
strained liquidity with $64.2 million in total current assets
available to pay $281.1 million in total current liabilities.

Full-text copies of the company's third quarter consolidated
financial statements ended Sept. 30, 2006, are available for free
at:

                http://researcharchives.com/t/s?155d

Insight Communications (NASDAQ: ICCI) is the 9th largest cable
operator in the United States, serving approximately 1.3 million
customers in the four contiguous states of Illinois, Indiana,
Ohio, and Kentucky.  Insight specializes in offering bundled,
state-of-the-art services in mid-sized communities, delivering
analog and digital video, high-speed Internet, and voice telephony
in selected markets to its customers.

                        *     *     *

As reported on the Troubled Company Reporter on Oct. 4, 2006,
Fitch Ratings affirmed the 'B+' Issuer Default Rating assigned to
Insight Communications Company, Inc., Insight Midwest, LP, and
Insight Midwest Holdings, LLC.

In addition Fitch assigned a 'BB+' rating and 'RR1' recovery
rating to Insight Midwest Holdings, LLC's proposed $2.575 billion
senior secured credit facility.


INTERSTATE BAKERIES: Sells Seattle Asset to Laukkonen for $1.3MM
----------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates
conducted an auction on Nov. 6 to sell their interest in a
property located at 14701 15th Avenue Northeast in Seattle,
Washington.

At the auction, Douglas and Cheryl J. Laukkonen offered to pay
$1,300,000 for the Seattle Property.  The Debtors determined that
the Laukkonens had the best and highest offer for the Seattle
Property.

The Honorable Jerry Venters of the U.S. Bankruptcy Court for the
Western District of Missouri authorized the Debtors to sell their
interest in the Seattle Property to the Laukkonens for
$1,300,000.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due Aug. 15, 2014, on Aug. 12,
2004) in total debts. (Interstate Bakeries Bankruptcy News, Issue
No. 51; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


INTERSTATE BAKERIES: O'Melveny Approved as Special Labor Counsel
----------------------------------------------------------------
The Honorable Jerry Venters of the U.S. Bankruptcy Court for the
Western District of Missouri authorized Interstate Bakeries
Corporation and its debtor-affiliates to employ O'Melveny & Myers
LLP as their special labor counsel, nunc pro tunc to Oct. 12,
2006.

As reported in the Troubled Company Reporter on Nov. 13, 2006,
O'Melveny will:

   (a) provide general labor advice and services;

   (b) advise the Debtors regarding the treatment of labor
       agreements under the Bankruptcy Code and the National
       Labor Relations Act; and

   (c) provide other necessary advice and services as the Debtors
       may require in connection with their cases.

The Debtors will pay O'Melveny its customary hourly rates.  The
attorneys that are expected to be principally responsible for
certain matters in the Debtors' Chapter 11 cases are:

         Professional           Hourly Rates
         ------------           ------------
         Jeffrey Kohn, Esq.         $795
         Tom Jerman, Esq.           $725
         Rachel Janger, Esq.        $495
         Jessica Kastin, Esq.       $495
         Anh LyJordan, Esq.         $370
         Deepa Ambek, Esq.          $310

Tom Jerman, Esq., a partner at O'Melveny & Myers LLP in New
York, assured the Court that the firm does not represent any
interest adverse to the Debtors and their estates, and is
disinterested pursuant to Section 101(14) of the Bankruptcy Code.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due Aug. 15, 2014, on Aug. 12,
2004) in total debts. (Interstate Bakeries Bankruptcy News, Issue
No. 51; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ITRON INC: Buys Flow Metrix in Cash-for-Stock Merger for $15 Mil.
-----------------------------------------------------------------
Itron Inc. entered into an agreement to acquire all of the
outstanding capital stock of Flow Metrix Inc. for an initial
purchase price of $15 million in a cash-for-stock merger.

The Company disclosed that the initial purchase price of
$15 million will be paid in cash, subject to a working capital
adjustment and certain escrow provisions.  An additional payment
of up to $3 million may be made if certain technological and
integration milestones are achieved within the first 36 months.
Additionally, the agreement provides the Company a one-year option
to purchase additional technology targeted at energy pipeline
integrity for a specified price.

                         About Flow Metrix

Flow Metrix develops and manufactures advance leak-detection
systems for underground pipelines.

The newest product from Flow Metrix is MLOG(TM) leak detection
system, a network of intelligent leak detecting sensors, which use
acoustics to monitor the entire water distribution system.

                         About Itron Inc.

Liberty Lake, Wash.-based Itron Inc. -- http://www.itron.com/--  
offers products and services for energy and water providers around
the world.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 27, 2006,
Moody's Investors Service confirmed Itron Inc.'s Ba3 Corporate
Family Rating in connection with the rating agency's
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology.

As reported in the Troubled Company Reporter on Sept. 1, 2006,
Standard & Poor's Ratings Services assigned its 'B' rating to
Itron Inc.'s $345 million convertible senior subordinated notes
due Aug. 1, 2026, and affirmed all of its other ratings, including
its 'BB-' corporate credit rating.


KANSAS CITY SOUTHERN: Earns $31.3 Million in 2006 Third Quarter
---------------------------------------------------------------
Kansas City Southern Railway reported a $31.3 million net income
on $415.7 million of revenues for the third quarter ended
Sept. 30, 2006, compared with a $112.7 million net income on
$384.6 million of revenues for the same period in 2005.

Consolidated net income for the third quarter of 2006 decreased
$81.4 million primarily due to a one-time, non-cash gain of
$131.9 million as a result of a VAT claim and put settlement with
the Mexican Government recorded in the third quarter of 2005.
This settlement resulted in the company attaining 100% ownership
of Grupo KCSM, S.A. de C.V.  The company also recorded, based on
an actuarial study, an expense of $37.8 million for personal
injury liabilities in the third quarter.  These items have a
$14.5 million tax benefit.

Revenue growth for the third quarter of 2006 was due to a 1.9%
increase in volumes, and a continued recognition of the value of
the company's freight services.  Consolidated operating expenses
decreased reflecting reductions in all cost categories except fuel
and compensation and benefits inflation.

At Sept. 30, 2006, the company's balance sheet showed $4.5 billion
in total assets, $2.9 billion in total liabilities, $100 million
in minority interest, and $1.5 billion in total stockholders'
equity.

Full-text copies of the company's consolidated financial
statements are available for free at:

                http://researcharchives.com/t/s?155f

Kansas City Southern is a Delaware holding company with principal
operations in rail transportation.  The company owns and operates
domestic and rail operations in North America that are
strategically focused on the growing north/south freight corridor
connecting key commercial and industrial markets in the central
U.S. with major industrial cities in Mexico.

The company's rail network extends from the Midwest and
Southeastern portions of the U.S. south into Mexico and connects
with all other Class I railroads providing shippers with an
effective alternative to other railroad routes and giving direct
access to Mexico and the southeastern and southwestern U.S.
through less congested interchange hubs.

The company also owns 50% of the stock of the Panama Canal Railway
Company, which holds the concession to operate a 47-mile coast-to-
coast railroad located adjacent to the Panama Canal. The railroad
handles containers in freight service across the isthmus. Panarail
Tourism Company, Panama Canal Railway's wholly owned subsidiary,
operates commuter and tourist railway services over the lines of
the Panama Canal Railway.

                          *      *      *

As reported in the Troubled Company Reporter on Sept. 6, 2006,
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B' corporate credit rating on Kansas City Southern and
removed the rating from CreditWatch.  The outlook is negative.


KING PHARMACEUTICALS: Earns $90.4 Million in 2006 Third Quarter
---------------------------------------------------------------
King Pharmaceuticals, Inc. reported a $90.4 million net income on
$491.7 million of revenues for the third quarter ended Sept. 30,
2006, compared with a $121.8 million net income on $518 million of
revenues for the same period in 2005.

Gross sales were lower in the third quarter of 2006 due to an
increase in wholesale inventory levels of certain branded
pharmaceutical products in the third quarter of 2005 which
benefited gross sales during that quarter.  Additionally, the
lower levels of gross sales during the third quarter was also due
to a decline in prescriptions of certain of the company's branded
pharmaceutical products since the third quarter of 2005, partially
offset by the effect of price increases taken during the fourth
quarter of 2005.

Total operating costs and expenses increased $37.8 million,
primarily due to a $39.4 million increase in research and
development costs, a $14.2 million increase in cost of revenues, a
$2.6 million increase in restructuring charges, and a $6.5 million
increase in depreciation and amortization expenses, offset by a
$24.9 million decrease in selling, general and administrative
expenses.

The increase in research and development costs is due primarily to
the company's acquisition of in-process research and development
costs associated with the company's collaboration with Arrow
International Limited and certain of its affiliates, to
commercialize novel formulations of ramipril, the active
ingredient in the company's Altace(R) product.

Cost of revenues increased in the third quarter of 2006 due mainly
to the increase in cost of revenue from branded pharmaceutical
products compared to the third quarter of 2005.  This increase is
primarily due to additional royalties the company began paying on
Skelaxin(R) on Jan. 1, 2006.  Depreciation and amortization
expense increased due to reductions in estimated useful lives of
certain assets.

At Sept. 30, 2006, the company's balance sheet showed $3.2 billion
in total assets, $1 billion in total liabilities, and $2.2 billion
in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the third quarter ended Sept. 30, 2006, are
available for free at:

                http://researcharchives.com/t/s?1562

                        Recent Acquisitions

On Sept. 6, 2006, the Company entered into a definitive asset
purchase agreement and related agreements with Ligand
Pharmaceuticals Incorporated to acquire rights to Ligand's
Avinza(R).  Avinza(R) is an extended release formulation of
morphine and is indicated as a once-daily treatment for moderate-
to-severe pain in patients who require continuous, around-the-
clock opioid therapy for an extended period of time.  The Company
anticipates that the transaction will close on or about December
31, 2006.

                     About King Pharmaceuticals

Headquartered in Bristol, Tennessee, King Pharmaceuticals, Inc.,
(NYSE):KG) -- http://www.kingpharm.com/-- manufactures, markets,
and sells primarily acquired branded prescription pharmaceutical
products.

                          *      *      *

As reported in the Troubled Company Reporter on Sept. 26, 2006,
Moody's Investors Service confirmed its Ba3 Corporate Family
Rating for King Pharmaceuticals, Inc. and its Baa3 rating on the
company's $400 million issue of secured revolving credit facility,
in connection with the implementation of its new Probability-of-
Default and Loss-Given-Default rating methodology for the U.S.
pharmaceutical sector.  Additionally, Moody's assigned an LGD2
rating to those bonds, suggesting noteholders will experience a
12% loss in the event of a default.


LAIDLAW INT'L: Earns $124.9 Million in Fiscal Year 2006
--------------------------------------------------------
Laidlaw International, Inc. filed its audited consolidated
financial statements for the fiscal year ended Aug. 31, 2006 with
the Securities and Exchange Commission.

Laidlaw reported a $124.9 million net income on $3.1 billion of
revenues for the fiscal year ended Aug. 31, 2006, compared with a
$212.4 million net income on $3 billion of revenues in 2005.

Revenues increased $105.4 million in the fiscal year ended Aug.
31, 2006, compared with fiscal year 2005, mainly due to increases
in revenues from the Education services and the Greyhound business
segments of $61.3 million and $42.6 million, respectively.

The revenue increase in Education services resulted from new
customer additions, price increases, route additions, a favorable
Canadian dollar exchange rate, an increase in extracurricular and
charter activity and increased billings from fuel price escalation
clauses.

The revenue increase in the Greyhound segment was primarily due to
higher ticket prices and a favorable Canadian dollar exchange rate
somewhat offset by passenger reductions due to both network
changes and increased ticket prices.  Additionally, revenue in
2006 benefited from increased passenger volume in regions of the
U.S. with high instances of individuals dislocated by the severe
hurricanes that occurred in the Gulf Coast.

Laidlaw also incurred lower interest expenses of $24.3 million in
fiscal 2006, compared with $70.8 million fiscal 2005, due to
changes made to the Company's debt structure during the fourth
quarter of fiscal 2005 that reduced the amount of outstanding debt
and lowered interest rates.

Notwithstanding, the Company reported a lower net income of $124.9
million in fiscal 2006, compared to a net income of $212.4 million
in fiscal 2005, due to a $218 million income from discontinued
operations recognized in fiscal 2005, compared to a $12.6 million
loss from discontinued operations in fiscal 2006.

This gain was due to the completion of the sale of the company's
transportation services and emergency management services business
segments to an affiliate of Onex Corp. in fiscal 2005, while the
additional loss from discontinued operations in fiscal 2006
primarily relates to the understatement in the sold business
segments' accounts receivable reserves related to contingent
obligations of the sold businesses that are partially indemnified
by the company under the stock purchase agreement.

At Aug. 31, 2003, the Company's balance sheet showed $3 billion in
total assets, $1.8 billion in total liabilities, and $1.2 billion
in total stockholders' equity.

Full-text copies of the Company's audited consolidated financial
statements for fiscal year ended Aug. 31, 2006, are available for
free at http://researcharchives.com/t/s?156a

                         Credit Facilities

In July 2006, the Company amended its existing senior secured
credit facilities to consist of a $277.5 million term loan due
June 2010, a $300 million revolving credit facility and add a
$500 million term loan due July 2013.

Principal on the $277.5 million term loan facility is payable in
quarterly installments of:

    * $7.5 million from Sept. 30, 2006 through June 30, 2007;

    * $11.25 million from Sept. 30, 2007 through June 30, 2009;

    * $37.5 million from Sept. 30, 2009 through March 31, 2010;
      and

    * a final payment of $45.0 million due on June 30, 2010.

The $500 million term loan facility consists of:

    * a $375 million loan to Laidlaw International, Inc., and

    * a $125 loan to its Canadian subsidiaries.

Principal is payable in 26 quarterly installments of $1.25 million
from Dec. 31, 2006 through Mar. 31, 2013 and a final payment of
$467.5 million is due on July 31, 2013.

The $300 million Revolver was established to fund the company's
working capital and letter of credit needs.  It has a $200 million
sub-limit for letters of credit, a $15 million sub-limit for
swingline loans and a $50 million sub-limit for Canadian dollar
borrowings and Canadian dollar letters of credit by Canadian
borrowers.  On Aug. 31, 2006, there were $22.0 million of cash
borrowings and there were issued letters of credit of $118.6
million, leaving $159.4 million of availability.  The $22.0
million cash borrowings are classified as long term based on the
Company's intent and ability under the terms of the Revolver.

The Credit Facilities are guaranteed by the Company's wholly-owned
U.S. and Canadian subsidiaries excluding the Company's insurance
subsidiaries.  However, the Canadian subsidiaries' guarantees and
collateral only support the loans made to the Canadian borrowers.

                    About Laidlaw International

Headquartered in Arlington, Texas, Laidlaw International, Inc.
(NYSE:LI) -- http://www.laidlaw.com/-- is the largest school bus
operator in the United States and Canada, providing student
transportation services to more than a thousand school districts,
operating a fleet of approximately 41,000 buses. The company
transports approximately two million students each school day to
and from school.  Laidlaw filed for chapter 11 protection on June
28, 2001 (Bankr. W.D.N.Y. Case No. 01-14099).  Garry M. Graber,
Esq., at Hodgson Russ LLP, represented the Debtors.  Laidlaw
International emerged from bankruptcy on June 23, 2003.

                         *     *     *

As reported in the Troubled Company Reporter on July 11, 2006,
Moody's Investors Service affirmed Laidlaw International Inc.'s
corporate family rating at Ba2 following the Company's
announcement of a $500 million debt-financed share repurchase
program.  Moody's also assigned a Ba2 rating to the Company's new
senior secured term loan.  The rating outlook is stable.


LEVITZ HOME: Committee Hires LeClair Ryan as Litigation Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Levitz
Home Furnishings, Inc., and its debtor-affiliates' bankruptcy case
obtained authority from the U.S. Bankruptcy Court for the Southern
District of New York to retain the law firm of LeClair Ryan as its
special litigation counsel, nunc pro tunc to Aug. 15, 2006.

As special litigation counsel, LeClair will:

    (i) provide analysis to the Creditors' Committee regarding
        potential recovery of avoidance actions and any defenses
        to those actions;

   (ii) make demands, file appropriate complaints or other
        pleadings in an effort to recover avoidable transfers;

  (iii) to the extent appropriate, negotiate settlements with
        third-party defendants in the avoidance actions on behalf
        of the Creditors' Committee;

   (iv) provide the Creditors Committee with legal advice
        concerning the advisability of litigating or settling each
        of the avoidance actions;

    (v) provide regular reporting, and accounting, of the status
        of all preferences and other avoidance actions; and

   (vi) perform other legal services for the Creditors' Committee
        as may be necessary or proper.

With respect to each avoidance claim for which LeClair is
engaged, LeClair will be paid on a contingency fee basis:

    (1) Category I Cases

        LeClair will be paid 10% of the gross recovery for any
        Category I Case.  A "Category I Case" will mean any
        avoidance claim handled by LeClair that settles after
        written demand letters are issued, but before a complaint
        is filed with respect to that claim;

    (2) Category II Cases

        LeClair will be paid 15% of the gross recovery for any
        Category II Case.  A "Category II Case" will mean any
        avoidance claim handled by LeClair that settles at
        anytime after the complaint is filed in respect to the
        matter and that is not a Category III Case;

    (3) Category III Cases

        LeClair will be paid 20% of gross recovery for any
        Category III Case.  A "Category III Case" will mean any
        avoidance claim handled by LeClair that goes to trial or
        settles within five business days before any trial or
        arbitration or anytime thereafter.

The Troubled Company Reporter disclosed on Sept. 20, 2006, that
LeClair will generate monthly statements showing the gross amounts
recovered during the previous month, the Category of the recovery,
and a calculation of the appropriate fee to be paid to LeClair for
the recovery.

In addition to legal fees, LeClair's monthly statements will set
forth expenses incurred and costs advanced on the Creditors'
Committee's behalf.  LeClair will not seek reimbursement for
travel expenses between its offices outside of New York and New
York in connection with the engagement.

LeClair will be permitted, on a monthly basis, to receive from
the gross recoveries on the avoidance actions, its percentage
fee, as applicable, plus 100% of its expenses, up to a cap of
$50,000.  After the $50,000 cap on expenses is exceeded by
LeClair, it will be permitted to receive 80% of its qualified
expenses on a monthly basis from the gross recovery on the
avoidance actions.

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- retails furniture in the United
States with 121 locations in major metropolitan areas principally
the Northeast and on the West Coast of the United States.  The
Company and its 12 affiliates filed for chapter 11 protection on
Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case No. 05-45189).  David G.
Heiman, Esq., and Richard Engman, Esq., at Jones Day, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they reported
$245 million in assets and $456 million in debts.  Jay R. Indyke,
Esq., at Kronish Lieb Weiner & Hellman LLP represents the Official
Committee of Unsecured Creditors.  Levitz sold substantially all
of its assets to Prentice Capital on Dec. 19, 2005.  (Levitz
Bankruptcy News, Issue No. 22; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


LEVITZ HOME: Court Okays Gazes LLC as Panel's Special Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has authorized The Official Committee of Unsecured Creditors of
Levitz Home Furnishings, Inc., and its debtor-affiliates to retain
Gazes LLC, as its special litigation counsel.

Gazes will investigate and potentially pursue actions against the
Debtors' officers and directors for breach of fiduciary duty.

As reported in the Troubled Company Reporter on Oct. 16, 2006, the
Committee has been made aware of two civil actions currently
pending in the U.S. District Court for the Southern District of
New York:

     a) Xerion Partners I LLC, et al. v. Resurgence Asset
        Management, LLC, et al.; and

     b) Bay Harbour Management LLC v. Jay Carothers, et al.

Creditors Committee Chairperson Richard E. Caruso said Gazes will
be responsible for both investigating and pursuing any action to
be brought against the Debtors' officers and directors on behalf
of the Debtors' estates, at the behest of the Creditors Committee.

As special counsel, Gazes will:

    (a) review and analyze the legal and factual bases of the
        Actions;

    (b) analyze whether the pursuit of similar actions by the
        Creditors Committee would be likely to add value to the
        Debtors' estate and the GUC Trust; and

    (c) manage any actions brought by the Creditors Committee
        against the Debtors' officers and directors to resolution,
        whether through judgment after trial, settlement, or
        dismissal.

Gazes will be compensated on a contingent fee basis in an amount
representing 30% of the gross amounts realized through judgment,
settlement or other disposition of any actions commenced by the
firm on behalf of the Creditors Committee.

Furthermore, Gazes will be permitted, upon Court approval, to
receive from the gross recoveries of any actions commenced by
Gazes on behalf of the Creditors Committee its percentage fee, as
applicable, plus 100% of its expenses.

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- retails furniture in the United
States with 121 locations in major metropolitan areas principally
the Northeast and on the West Coast of the United States.  The
Company and its 12 affiliates filed for chapter 11 protection on
Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case No. 05-45189).  David G.
Heiman, Esq., and Richard Engman, Esq., at Jones Day, represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they reported
$245 million in assets and $456 million in debts.  Jay R. Indyke,
Esq., at Kronish Lieb Weiner & Hellman LLP represents the Official
Committee of Unsecured Creditors.  Levitz sold substantially all
of its assets to Prentice Capital on Dec. 19, 2005.  (Levitz
Bankruptcy News, Issue No. 22; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


LODGENET ENT: Sept. 30 Balance Sheet Upside-Down by $62.4 Million
-----------------------------------------------------------------
Lodgenet Entertainment Corp. reported a $2.2 million net income on
$76.5 million of revenues for the third quarter ended Sept. 30,
2006, compared with a $585,000 net income on $74.1 million of
revenues for the same period in 2005.

During the third quarter of 2006, total revenue increased 3.2%, or
$2.4 million, compared to the third quarter of 2005.  The growth
was driven in part by the company's expanding digital room base,
and in part by a 2.8% increase in revenue per average Guest Pay
room.  Total direct costs were $36.0 million, an increase of $1.6
million as compared to $34.4 million in the third quarter of 2005.
Total operating expenses were $32.07 million as compared to $32.09
million in the third quarter of 2005.  As a result, operating
income increased 9.4% to $8.4 million in the third quarter of 2006
compared to $7.7 million in the third quarter of 2005.

In the third quarter of 2006, the Company recorded $234,000 of
interest income, compared to $192,000 of interest income and
$62,000 of other income in the third quarter of 2005.

At Sept. 30, 2006, the Company's balance sheet showed $268.9
million in total assets and $331.3 million in total liabilities,
resulting in a $62.4 million stockholders' deficit.

             Liquidity and Capital Resources

For the third quarter of 2006, cash provided by operating
activities was $23.8 million while cash used for investing
activities, including growth-related capital investments, was
$11.7 million, resulting in a net difference of $12.1 million.
During the third quarter of 2005, cash provided by operating
activities was $19.0 million while cash used for investing
activities, including growth-related capital investments, was
$11.2 million, resulting in a net change of $7.8 million.  Cash as
of Sept. 30, 2006 was $31.1 million.

Full-text copies of the company's consolidated financial
statements are available for free at:

           http://researcharchives.com/t/s?15a2

LodgeNet Entertainment Corporation (Nasdaq:LNET) --
http://www.lodgenet.com/ --provides cable, video-on-demand
and video game entertainment services to the lodging industry.
LodgeNet maintains its headquarters in Sioux Falls, South Dakota.
As of Sept. 30, 2006, the company provided interactive and basic
cable television services to approximately 6,100 hotel properties
serving over one million rooms.

                       *      *      *

As reported in the Troubled Company Reporter on Nov. 2, 2006,
Moody's affirmed the 'B1' rating for both the Corporate Family
Rating and Probability of Default Rating of Lodgenet
Entertainment, the 'Ba1' rating for both the company's Senior
Secured Revolver and Senior Secured Term Loan, and the 'B2' rating
for the company's 9.5% Senior Sub Notes.  Outlook is Positive.


MEDIRECT LATINO:  Berkovits Lago Raises Going Concern Doubt
------------------------------------------------------------
Berkovits, Lago & Company, LLP, expressed substantial doubt about
Medirect Latino Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the fiscal year ended June 30, 2006.  The auditing firm pointed to
the company's inability to obtain outside long term financing and
recurring losses from operations.

Medirect Latino reported a net loss of $24.6 million on
$6.7 million of sales for the fiscal year ended June 30, 2006,
compared with a $2.6 million net loss on $279,000 of sales in
fiscal 2005.

At June 30, 2006, the company's balance sheet showed $2.9 million
in total assets and $3.2 million in total liabilities, resulting
in a $316,000 stockholders' deficit.  Additionally, accumulated
deficit stood at $28.6 million as of June 30, 2006.

The company's balance sheet also showed strained liquidity with
$2.5 million in total current assets available to pay $3.2 million
in total current liabilities.

Sales increased in fiscal 2006 mainly as a result of the
commencement of the company's direct response national marketing
campaign on Telemundo Television Network on Sept. 20, 2005.  100%
of the sales for fiscal 2006 were derived from patients covered by
medicare and other party payers.

Operating expenses grew to $29.9 million in fiscal 2006 compared
to $2.7 m in fiscal 2005, which accounts for the substantial net
loss of $24.6 million in fiscal 2006 compared to the net loss of
$2.6 million in fiscal 2005.  The bulk of this increase came from
increases in selling, general and administrative expenses, mainly
salaries and wages of administrative and sales personnel, as well
as the costs attributable to stock based compensation.

The company incurred interest and financing costs for fiscal 2006
of $1.4 million compared to $1 million in fiscal 2005.

Full-text copies of the company's consolidated financial
statements are available for free at:

                http://researcharchives.com/t/s?1580

              Medicare and other Healthcare Regulations

Approximately 100% of the company's diabetes patients are covered
by Medicare or other party payers.  As a result, changes to the
Medicare program can impact the company's revenues and income.

These regulatory changes can affect also permissible activities,
the relative costs associated with doing business, and
reimbursement amounts paid by federal, state and other third-party
payers.  At present, Medicare reimburses at 80% of the government-
determined fee schedule amounts for reimbursable supplies, and the
company bills the remaining balance either to third-party payers
or directly to patients.

                       About Medirect Latino

Headquartered in Pompano Beach, Florida, Medirect Latino, Inc. --
http://www.medirectlatino.org./is an early stage company.  It is
a federally licensed, direct-to-consumer, participating provider
of Medicare Part B Benefits primarily focused on supplying
diabetic testing supplies to the Hispanic Medicare-eligible
community domestically and in Puerto Rico.  The company also
distributes 'quality of life' enhancing products like walking
assistance devices, to customers who have circulatory and mobility
related afflictions resulting from diabetes. The company also
maintains offices in San Juan, Puerto Rico.

The company was formerly known as Interaxx Digital Tools, Inc.,
one of four stand alone companies resulting from a second joint
plan of reorganization filed under Chapter 11 of the bankruptcy
code.  The reorganization was treated as a reverse merger and
subsequently, Interaxx Digital changed its name to Medirect
Latino, Inc. as the new operating entity.


MIDPOINT DEVELOPMENT: Dissolved LLC Couldn't File for Bankruptcy
----------------------------------------------------------------
The United States Court of Appeals for the Tenth Circuit says that
a chapter 11 filing by Midpoint Development, L.L.C. (Bankr. W.D.
Okla. Case No. 04-16795), was a nullity and the case was properly
dismissed.  Claudia S. Holliman and Gary West, as the Trustees of
the 1990 Grieser Trust, filed a joint motion to dismiss Midpoint's
Chapter 11 petition, asserting that the debtor, a dissolved
Oklahoma limited liability company, was ineligible to be a debtor
under the Bankruptcy Code.  The United States Bankruptcy Court for
the Western District of Oklahoma, Richard L. Bohanon, J., 313 B.R.
486, denied the motion, and the creditors appealed.  The District
Court reversed and dismissed the petition.  The Debtor appealed
and filed motion to certify the question on appeal to the Oklahoma
Supreme Court.

In a decision published at 466 F.3d 1201, the Tenth Circuit holds
(1) under Oklahoma law, an LLC ceases to exist as a legal entity
upon the effective date of its articles of dissolution; (2)
because the debtor did not file for bankruptcy until more than
seven months after filing its articles of dissolution, its
bankruptcy filing was a nullity and subject to dismissal; and (3)
certification to the Oklahoma Supreme Court was not merited.


MUSICLAND HOLDING: Michigan Dept. Wants Plan Confirmation Denied
----------------------------------------------------------------
The Michigan Department of Treasury asks the U.S. Bankruptcy Court
for the Southern District of New York to deny the confirmation of
Musicland Holding Corp. and its debtor-affiliates' Second Amended
Plan of Liquidation.

The business activities of the Debtors have resulted in
liabilities to the state of Michigan for sales, use and single
business taxes, Michael A. Cox, Attorney General for the state of
Michigan, relates.

The Debtors have, however, failed to file a notice of
discontinuance and tax returns for sales and use tax for April
2006 through November 2006, Mr. Cox tells the Court.  The Debtors
also failed to remit taxes, penalties and interest due for the
same period, Mr. Cox adds.

As a result, Michigan Treasury Department filed several claims
against certain Debtors.

Mr. Cox contends that the Debtors' failure to file postpetition
tax returns and quarterly estimates and their failure to pay
administrative tax liabilities constitute violations of Section
960 of the Judiciary and Judicial Procedures Code.  "The Debtors'
disregard of Section 960 raises a doubt as to whether the
Debtors' proposed plan is offered in good faith as required by
Section 1129(a)(3) of the Bankruptcy Code," Mr. Cox says.

The existence of administrative tax liabilities in unknown
amounts, Mr. Cox points out, prevents the Court from determining
whether the Debtors' Plan can meet the requirements of Section
1129(a)(9)(A) and (C).

The Plan proposes that priority tax claims accrue a "simple
interest on any outstanding balance from the Effective Date
calculated at the interest rate available on 90 days United States
Treasuries on the Effective Date, but in no event greater than
7.0% per annum."

Mr. Cox argues that the interest required by Section
1129(a)(9)(C) must be in accordance with Section 511 of the
Bankruptcy Code, which states, "the rate of interest will be the
rate determined under applicable non-bankruptcy law."  Treasury
current interest rate for bankruptcy tax claims is 8.2%, Mr. Cox
informs the Court.

Moreover, the Michigan Treasury Department objects to any attempt
of the Plan to discharge the debts of the Debtors or the
Reorganized Debtors.  Section 1141(d)(3) of the Bankruptcy Code
prohibits the discharge of a debtor that liquidates or ceases
business operations, Mr. Cox maintains.

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Musicland Bankruptcy News, Issue
No. 23; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MUSICLAND HOLDING: Mass. Revenue Objects to Plan Confirmation
-------------------------------------------------------------
Stephen G. Murphy, Esq., counsel to the Commissioner of the
Massachusetts Department of Revenue, asserts that the Debtors'
Second Amended Plan of Liquidation fails to comply with numerous
provisions of the Bankruptcy Code.

Section 1129(a)(9)(C) of the Bankruptcy Code requires that a plan
must provide that the holder of a priority tax claim will receive
regular installment payments of cash "of a total value, as of the
Effective Date, equal to the allowed amount of the claim" within
five years of the petition date."

Section 511 of the Bankruptcy Code provides that the rate of
interest will be the rate determined under applicable non-
bankruptcy law if payment of interest on a tax claim or payment of
interest to enable a creditor to receive the present value of the
allowed amount of a tax claim is required.  In the case of taxes
paid under a confirmed plan, the rate of interest will be
determined as of the calendar month when the plan is confirmed.

Thus, Mr. Murphy contends, Section 511, and not the Plan, should
govern the rate of interest that must accrue on the deferred
payments of priority tax claims.

"Assuming confirmation occurs prior to Dec. 31, 2006, the rate of
interest on the priority tax claims held by [MDOR] under
applicable non-bankruptcy law will be 9% compounded daily," Mr.
Murphy notes.

The MDOR has filed several proofs of claim against the Debtors:

   Debtor                Claim No.   Priority Amt.   Gen. Amount
   ------                ---------   -------------   -----------
   Media Play              3346         $67,434             --
   Musicland Holding       1038             935            $54
   Musicland Purchasing    1040             456             --
   Musicland Group         1039         195,360            975
   Suncoast Group          3347          79,159            989

The Plan is a liquidation plan and not a plan for the
reorganization of a continuing business.  Thus, Section 1141(d)(3)
of the Bankruptcy Code prohibits the Debtors from obtaining a
discharge.  While the Plan does not purport to grant the Debtors a
discharge, it does attempt to provide persons associated with the
Debtors relief that a discharge cannot grant and that is only
rarely permitted for persons associated with a reorganized
business, Mr. Murphy points out.

Moreover, the Plan specifically singles out and impairs a special
category of creditors -- the holders of priority tax claims, Mr.
Murphy emphasizes.  "It impairs the rights of the holders of
priority tax claims by preventing actions the taxing authorities,
and in particular, MDOR, may lawfully undertake."

Accordingly, the MDOR asks the Court to sustain its objection and
deny confirmation of the Plan.

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Musicland Bankruptcy News, Issue
No. 23; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MYLAN LABORATORIES: Net Income Rose 117% in Third Quarter 2006
--------------------------------------------------------------
In its third quarter financial statements for the quarterly period
ended Sept. 30, 2006, Mylan Laboratories, Inc. reported
$77.5 million of net income on $366.7 million of total revenues
for the three month period ended Sept. 30, 2006.

Comparatively, for the three months ended Sept. 30, 2005, the
company earned $35.8 million net income on total revenues of $298
million.  This represents an increase of 23% in total revenues and
117% in net earnings when compared to the same prior year period.

The increase in revenue was driven by both increased volume and
stable pricing.  During the quarter Fentanyl(R) continued to be
the only AB-rated generic alternative to Duragesic(R) on the
market and accounted for approximately 20% of net sales.  As a
result of a continued shift from brand to generic, Fentanyl(R)
contributed favorably to both pricing and volume.

Mylan's product portfolio realized overall stable pricing and
volume.  In total, doses shipped increased by 6% to approximately
3.5 billion.

Other revenue for the quarter ended Sept. 30, 2006, consisted
primarily of amounts recognized with respect to Apokyn(R), which
was sold in the prior year, with the remainder related to other
business development activities.

Consolidated gross profit increased 37% or $52.9 million to $196.1
million and gross margins increased to 53.5% from 48.1%.  A
significant portion of gross profit was generated by Fentanyl(R)
sales which contribute margins well in excess of most other
products in our portfolio.  Absent any changes to market dynamics
or significant new competition for Fentanyl(R), the company
expects the product to continue to be a significant contributor to
sales and gross profit.  As is the case in the generic industry,
the entrance into the market of other generic competition
generally has a negative impact on the volume and pricing of the
affected products.

At Sept. 30, 2006, the company's balance sheet showed $2,035
million in total assets, $1,079 million in total liabilities, and
$956 million in stockholders' equity.

Working capital as of Sept. 30, 2006, was $1.1 billion compared to
$926.7 million at March 31, 2006.  This increase is primarily the
result of increased receivables, due to the timing of cash
collections and shipments, an increase in inventory due to
aligning production to forecasted volumes, and an increase in
marketable securities.

A full-text copy of the company's financial statements for the
quarterly period ended Sept. 30, 2006, are available for free at

              http://researcharchives.com/t/s?15b4

Headquartered in Canonsburg, Pennsylvania, Mylan Laboratories Inc.
is a pharmaceutical company with three principal subsidiaries:
Mylan Pharmaceuticals Inc., Mylan Technologies Inc., and UDL
Laboratories, Inc.  During the fiscal year ended March 31, 2006,
Mylan reported total revenue of approximately $1.26 billion.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2006,
Moody's Investors Service confirmed Mylan Laboratories, Inc.'s Ba1
Corporate Family Rating in connection with the implementation of
its Probability-of-Default and Loss-Given-Default rating
methodology for the U.S. Pharmaceutical sector.


OM GROUP: Selling Nickel Assets to Norilsk for $408 Million
-----------------------------------------------------------
OM Group, Inc. has entered into a definitive agreement to sell all
of its nickel assets to Norilsk Nickel for $408 million in cash,
on a debt-free/cash-free basis, plus a potential post closing
adjustment for net working capital.  The transaction, which has
been unanimously approved by the Board of Directors of both
companies, is subject to approval by regulatory authorities as
well as other customary closing conditions.

The sale is in line with OM Group's previously stated business
objective to monetize its nickel business, which management has
concluded is a non-core asset.  The company expects to use the
proceeds of the transaction to improve its financial flexibility
and strengthen its position to grow operations, including through
potential strategic acquisitions and increased new product
development.

"This transaction represents an important step in our effort to
re-tool OM Group's business model into one that delivers more
predictable and sustainable financial results, and better
positions us to continue to build long-term value for our
shareholders," said Joe Scaminace, chairman and chief executive
officer.  "Through this transaction, we would simultaneously
achieve three mission-critical objectives in our strategic
transformation into a diversified specialty chemicals and advanced
materials company.  Those objectives are to focus the company on
its strengths in developing and producing value-added specialty
products for customers that serve dynamic markets; to lessen the
impact of metal price volatility on our bottom line; and to
support our aggressive growth plans."

The company believes that the timing for such a transaction is
ideal given historically high nickel prices.  "While our intent
was not to try to time the market, we believe this is an ideal
time in the base metals cycle to exit the nickel business.  In our
estimation, the current value of the business is greater than its
future value as it's a capital intensive business for us where we
have faced raw material feed constraints and significant price
volatility," Mr. Scaminace said.  "More important, we believe we
have found a unique buyer for this business - one that is well-
positioned to create a broader working relationship with us."

Given the complementary geography and operations, OM Group
believes there are unique synergies between the two companies that
could be leveraged to advance their respective strategies, build
on their core competencies and unlock value for their
shareholders.

"At the conclusion of this transaction, OMG's Specialties segment
will enter into five-year supply agreements with Norilsk's trading
subsidiary that will, among other things, further strengthen our
supply chain and secure consistent raw materials for our
specialties business," said Mr. Scaminace.  "The supply agreements
include: up to 2,500 metric tons per year of cobalt metal, up to
2,500 mt per year of crude cobalt hydroxide concentrate and up to
1,500 mt per year of crude cobalt sulfate, along with various
nickel-based raw materials used in OMG's electronic chemicals
business."

The transaction is expected to close in the first quarter of 2007.
The nickel business will be classified as a discontinued
operation, including reclassification of prior periods, in all
future filings.  OM Group remains committed to providing the
highest level of service to its nickel customers through the
transition period, and it expects the change to new ownership to
be seamless for employees and customers.

                    About MMC Norilsk Nickel

OJSC MMC Norilsk Nickel is a  mining and metallurgical company
based in Russia.  It is the world's largest producer of nickel and
palladium, as well as a major producer of platinum and copper.

                         About OM Group

OM Group -- http://www.omgi.com/-- is a vertically integrated
international producer and marketer of value-added, metal-based
specialty chemicals and related materials.  Headquartered in
Cleveland, Ohio, OM Group operates manufacturing facilities in the
Americas, Europe, Asia, Africa and Australia.

                          *     *     *

AS reported in the Troubled Company Reporter on  Nov. 23, 2006,
Standard & Poor's Ratings Services revised its outlook on OM Group
Inc. to positive from stable.  Standard & Poor's  also affirmed
the 'B+' corporate credit rating on this Cleveland, Ohio-based
company.

As reported in the Troubled Company Reporter on Nov. 22, 2006,
Moody's Investors Service affirmed OM Group Inc.'s B2 corporate
family rating and B3 rating on its $400 million notes due 2011,
and moved the ratings outlook to under review for possible
upgrade.  The change in outlook followed the report by the company
that it had signed an agreement with Norilsk Nickel regarding the
sale of OMG's nickel business.


OWENS CORNING: Deadline to Remove Prepetition Actions Expires
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware had granted
Owens Corning and its debtor-affiliates an open-ended extension of
their deadline to remove prepetition lawsuits and other actions to
the U.S. District Court for the District of Delaware until 30 days
after the confirmation of a plan of reorganization.

Owens Corning had emerged from bankruptcy protection effective
Oct. 31, 2006.  The Bankruptcy Court approved Owens Corning's
Plan of Reorganization on Sept. 26, 2006.  The District Court
affirmed the Bankruptcy Court's Confirmation Order on Sept. 28,
2006.

Hence, the Debtors' Removal Period expired effective Oct. 26,
2006.

                      About Owens Corning

Owens Corning (OTC: OWENQ.OB) -- http://www.owenscorning.com/--
manufactures fiberglass insulation, roofing materials, vinyl
windows and siding, patio doors, rain gutters and downspouts.
Headquartered in Toledo, Ohio, the Company filed for chapter 11
protection on Oct. 5, 2000 (Bankr. Del. Case. No. 00-03837).
Norman L. Pernick, Esq., at Saul Ewing LLP, represents the
Debtors.  Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Asbestos Creditors.  James J.
McMonagle serves as the Legal Representative for Future Claimants
and is represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.
(Owens Corning Bankruptcy News, Issue No. 146; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


ROCOR INTERNATIONAL: Payments to Alta Partially Avoidable
---------------------------------------------------------
Rocin Liquidation Estate, as the successor to Rocor International,
Inc., sued Alta AH & L to recover $126,797.81 paid to Alta Within
the 90-day period to the date Rocor filed for bankruptcy
protection.  The transfers in question were payments made by the
debtor for the purpose of providing health benefits for
independent contractors engaged by the debtor to haul freight.  In
a decision published at 2006 WL 2831037, Chief Bankruptcy Judge
T.M. Weaver says the payments are avoidable in part.

The money to pay the insurer was withheld from payments to the
independent contractors.  The insurer contended that the debtor
had express fiduciary duties with respect to these funds under
ERISA and that the funds were held in constructive trust for the
owner-operators' benefit.  However, it was undisputed that these
owner-operators were independent contractors not entitled to
benefits under ERISA, and the insurer was unable to trace sums
withheld from the owner-operators' compensation and presented no
evidence of any fraud on the debtor's part, as required to impose
a constructive trust.

Rocor International, Inc., sought chapter 11 protection in 2002
(Bankr. W.D. Okla. Case No. 02-17658).  Nicholas A. Franke, Esq.,
David M. Brown, Esq., and Patrick T. McLaughlin, Esq., at Spencer
Fane Britt & Browne LLP in St. Louis, Mo., represent Rocin
Liquidation Estate.


SAINT VINCENTS: Kingsbrook, BBC Assignment Pact Gets Court's Okay
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has authorized Saint Vincents Catholic Medical Centers of New York
and its debtor-affiliates to enter into an assignment agreement
with Kingsbrook Jewish Medical Center and BBC Realty, Inc.

As reported in the Troubled Company Reporter on Nov. 10, 2006,
Saint Vincent Catholic Medical Center transferred five outpatient
family health centers, including St. Peter Claver Clinic, to
Kingsbrook following the closure of St. Mary's Hospital in
Brooklyn.  Peter Claver Clinic is located at 1061-1063 Liberty
Avenue, in Brooklyn, New York.

Pursuant to a lease dated September 1, 1991, SVCMC, as successor-
in-interest to St. Mary's, leases the real property on which the
Peter Claver Clinic is located from BBC Realty.  SVCMC has not
assumed or rejected the Liberty Avenue Lease.

In 2005, SVCMC and Kingsbrook entered into an agreement granting
Kingsbrook a revocable license to use the Clinic's premises for
its operation until April 2006.  SVCMC and Kingsbrook extended the
license agreement's expiration date until August 2006, and after
that, on a month-to-month basis.

Kingsbrook and BBC Realty then executed a letter agreement under
which BBC Realty consented to Kingsbrook's use of the Premises and
certain amendments to the Liberty Avenue Lease with respect to
Kingsbrook's tenancy.

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in New
York, disclosed that under the Lease, SVCMC is obliged to pay
$12,909 per month to BBC Realty as base rent, plus $5,300 for
utilities and taxes.  Pursuant to the License Agreement,
Kingsbrook reimburses SVCMC on a monthly basis for rent and other
expenses.

Mr. Troop related that SVCMC, Kingsbrook, and BBC Realty
determined that SVCMC's assumption and assignment of the Liberty
Avenue Lease to Kingsbrook is the most effective way of
substituting Kingsbrook for SVCMC as tenant of the Premises.

Accordingly, the parties agreed to enter into an assumption and
assignment agreement, which provides for SVCMC's transfer of its
right, title, and interest as tenant in the Liberty Avenue Lease
to Kingsbrook.  SVCMC will have no further obligations under the
Lease, other than to:

    (1) pay prepetition rent due to BBC Realty for the period
        July 1 to 5, 2005, for $1,700;

    (2) pay rent, if any, due to BBC Realty for the period July 6,
        2005, through the Assignment Agreement's effective date;
        and

    (3) remedy any outstanding violation for failure to file a
        completed facility inventory form that has been assessed
        against the Premises for $5,200 and other regulatory
        violations.

Kingsbrook will assume all Liberty Avenue Lease' obligations and
will pay rent reserved by the Lease from and after the date of the
Assignment Agreement until the termination of the Lease.

Immediately after the Agreement's Effective Date, BBC Realty will
pay SVCMC $21,500, which represents the security deposit pursuant
to the Liberty Avenue Lease.  Kingsbrook will continue to
reimburse SVCMC for any rent and operating expenses through the
Effective Date.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 39 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SAINT VINCENTS: Inks Assignment Agreements with Caritas
-------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and certain of
its debtor-affiliates have entered into a stipulation, approved by
the U.S. Bankruptcy Court for the Southern District of New York,
providing for the assignment of certain Provider Agreements to
Caritas Health Care Planning, Inc.

St. Vincent's Hospital Manhattan, Mary Immaculate Hospital,
Queens, and St. John's Queens Hospital render services to Medicare
beneficiaries and participate in a Medicare program administered
by the Centers for Medicare and Medicaid Services.

SV Manhattan participates in a Medicare program under a provider
agreement -- the SV Manhattan Provider Agreement -- with the
Secretary of the United States Department of Health and Human
Services, under provider number 33-0290.

MIH and St. John's jointly participate in a Medicare program --
the Covered Provider Agreement -- under a separate provider
agreement with the HHS, under a cover provider number 33-0357 and
related sub-provider numbers 33-S357 and 33-5846.

In line with the sale of the Queens Hospitals to Caritas Health
Care Planning, Inc., and to avoid any interruption in the
Medicare reimbursement for services provided to patients at MIH
and St. John's, Saint Vincent Catholic Medical Centers and
Caritas agreed that SVCMC will assume and assign MIH and St.
John's Covered Provider Agreement to Caritas in the event that
the sale of the facilities is consummated pursuant to an asset
purchase agreement dated May 9, 2006.  The Provider Agreement is
assigned subject to all the applicable statutes and regulations
under which it was originally issued, including the assessment of
overpayments incurred by the previous owner and the requirement
under 42 U.S.C. Section 1395g(a) that current Medicare payments
be adjusted to account for prior overpayments.

The total amount of overpayments made to MIH and St. John's by
the CMS through the Medicare program, for which adjustments are
or will be sought, is still undetermined.  However, based on a
review of periodic interim payments made to MIH and St. John's
for 2005, CMS determined that the facilities received an
overpayment of $5,055,441 -- the 2005 PIP Lump Sum Adjustment.

CMS further determined that it owes:

   (i) MIH and St. John's $255,536 from the December 31, 2001,
       final cost report settlement, and $2,396,003 from the
       December 31, 2002, final cost report;

  (ii) SV Manhattan $437,975 from the December 31, 2001, final
       cost report settlement, and $615,582 from the December 31,
       2002, final cost report settlement; and

(iii) St. Vincent's Staten Island Hospital $1,198,397 from the
       December 31, 2001, final cost report settlement.

In addition, the total amount of overpayments made to SV Manhattan
by CMS through the Medicare program is still undetermined since
audits of the cost reports for the facility for years subsequent
to 2002 are pending final settlement.

Accordingly, in a Court-approved stipulation, SVCMC, Caritas, the
U.S. Government on behalf of HHS, and CMS agree that:

   (1) SVCMC will assume the Provider Agreements under which SV
       Manhattan, and MIH and St. John's operate.  Caritas will
       accept assignment of the Covered Provider Agreement;

   (2) SVCMC will cure all defaults arising under the Provider
       Agreements:

       * with respect to the SVCMC Manhattan Provider Number:

         -- any overpayments which may be determined in the
            future in the ordinary course of business will be
            resolved on terms mutually acceptable to SVCMC and
            CMS including in accordance with any mutually
            acceptable extended repayment plan which may be
            negotiated between SVCMC and CMS;

       * the 2005 PIP Lump Sum Adjustment:

         -- has been and will continue to be reduced by equal
            monthly payments under a $225,000 extended repayment
            plan in accordance with an amortization schedule; and

         -- has been further reduced by (a) the amount of the CMC
            2001 and 2002 Final Settlements for $2,651,539, and
            (b) interest, which has been paid to date by SVCMC on
            the 2005 PIP Lump Sum Adjustment for $71,445.  CMS
            will release to SVCMC the amounts owed under the
            Manhattan Final Settlement and the SVSI Final
            Settlement aggregating $2,251,954; and

       * as to the Covered Provider Number:

         -- any overpayments which may be determined by CMS and
            which accrued prior to the Closing Date will be
            collected on terms mutually acceptable to SVCMC and
            CMS including, without limitation, in accordance with
            any mutually acceptable extended repayment plan which
            may be negotiated between SVCMC and CMS, which
            Negotiated Plan will not be entered into by SVCMC
            without first obtaining Caritas' written consent.

       A full-text copy of the cure provision is available for
       free at http://researcharchives.com/t/s?15b1

   (3) Caritas will have successor liability for any pre-closing
       overpayments, if and to the extent CMS is unable to
       recover overpayments in full from SVCMC.  CMS will not
       seek to recover from Caritas any Pre-Closing Overpayments
       under the Covered Provider Agreement unless CMS notifies
       SVCMC of any default, and that default is not cured
       immediately.  CMS will notify both SVCMC and Caritas of
       any Pre-Closing Overpayments made under the Covered
       Provider Number, which are determined after the closing
       date;

   (4) if CMS is unable to fully recover any Pre-Closing
       Overpayments made under the Covered Provider Number from
       payments made to SVCMC under the SV Manhattan Provider
       Number, CMS will notify Caritas of the remaining amount
       owed and will let Caritas request an extended repayment
       plan before commencing recoupment of the remaining
       overpayment; and

   (5) the provisions concerning Caritas' successor liability for
       any Medicare Pre-Closing Overpayments made under the
       Covered Provider Agreement is the only modification of
       Medicare's policies on successor liability.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 39 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SANTIAGO ASSOCIATES: Disclosure Statement Hearing Set for Nov. 30
-----------------------------------------------------------------
The Honorable Sarah S. Curley of the U.S. Bankruptcy Court for the
District of Arizona will convene a hearing at 10:00 a.m., on
Nov. 30, 2006, to consider the adequacy of the disclosure
statement explaining Santiago Associates Inc.'s Plan of
Reorganization.  The hearing will be held at the U.S. Bankruptcy
Court, 230 North First Avenue, 7th Floor, Courtroom No. 701 in
Phoenix, Arizona.

The Debtor's Plan is anchored on the sale of its real estate
property located at 8015 and 8011 Santiago Canyon Road in Orange
County, California.  The property, known as the Korbel Mansion,
consists of a 22,000 square-foot guesthouse situated on 4.6 acres
overlooking the Cleveland National Forest.  The Debtor has
received a $20 million offer for the property from Company of the
Stars and is seeking approval from the Court for the sale.

                       Treatment of Claims

First Credit Bank asserts a $10,072,871 claim against the Debtor
and holds a first consentual lien on the Santiago Canyon property
on account of the Debt.  The Debtor intends to pay First Credit in
full on the effective date of the Plan from proceeds of the
property sale.

The Debtor's $289,000 debt to the Orange County California
Treasurer for property taxes will be paid from the proceeds of the
sale of the Santiago Canyon property.

Compass Engineering holds a second consentual lien on the Santiago
Canyon property.  It is owed approximately $1.58 million for
consulting services and for money loaned to the Debtor.  Compass
will be paid in full on the effective date.

The Debtor owes Company of the Stars approximately $2 million for
stock it purchased from the Company.  Company of the Stars holds a
third consensual lien on the Santiago Canyon property.  The
$2 million debt, plus any interest, will be paid in full on the
effective date.

Kerber Bros Inc.'s $22,500 claim and Southwest Companies Inc.'s
$500,000 claim will be paid in full on the effective date.  Kerber
and Southwest hold Mechanics Lien on the Santiago Canyon property
for unpaid work they performed on the property.

Carl Hunking holds a secured claim for $100,000 against the
Debtor's property in Branson, Missouri.  The Debtor intends to
sell the Branson property and pay Mr. Hunking's allowed claim from
the sale proceeds.

Remaining proceeds from the Santiago Canyon property sale after
the close of escrow and the payment of priority and secured claims
will be distributed to unsecured creditors in an amount necessary
to satisfy their claims in full.

Stockholders of the Debtor will get their pro rata share of the
remaining sale proceeds after all creditors are paid in full.

Headquartered in Phoenix, Arizona, Santiago Associates, Inc.,
filed for chapter 11 protection on May 18, 2006 (Bankr. D. Ariz.
Case No. 06-01454).  Lawrence d. Hirsch, Esq., at Hirsch Law
Office, P.C., represents the Debtor.  No Official Committee of
Unsecured Creditors has been appointed in the Debtor's case.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million and $50 million.


SEA CONTAINERS: Court Okays Young Conaway as Bankruptcy Counsel
---------------------------------------------------------------
Sea Containers Ltd. and its debtor-affiliates obtained permission
from the U.S. Bankruptcy Court for the District of Delaware to
employ Young Conaway Stargatt & Taylor, LLP, as their counsel,
nunc pro tunc to Oct. 15, 2006.

Young Conaway will:

   (a) provide legal advice with respect to the Debtors' powers
       and duties as debtors-in-possession in their continued
       operation of their business and management of their
       properties;

   (b) prepare and pursue confirmation of a plan and approval of
       a disclosure statement;

   (c) prepare on the Debtors' behalf necessary applications,
       motions, answers, orders, reports and other legal papers;

   (d) appear in Court and protect the Debtors' interests before
       the Court; and

   (e) perform all other legal services for the Debtors which may
       be necessary and proper in the Chapter 11 proceedings.

The Debtors will pay Young Conaway on an hourly basis, plus
reimbursement of actual and necessary expenses and charges
incurred.  The principal attorneys and paralegal personnel
designated to represent the Debtors and their current hourly rates
are:

            Professionals             Hourly Rate
            -------------             -----------
            Robert S. Brady, Esq.        $515
            Edwin J. Harron, Esq.        $460
            Edmon L. Morton, Esq.        $380
            Sean T. Greecher, Esq.       $270
            Sanjay Bhatnagar, Esq.       $230
            Thomas Hartzell              $175

The Debtors retained Young Conaway in September 2006 and they
paid the firm a $150,000 retainer in connection with the planning
and preparation of initial documents, payment of Chapter 11
filing fees, and the proposed postpetition representation of the
Debtors.

Robert S. Brady, Esq., a partner at Young Conaway Stargatt &
Taylor, LLP, assures the Court that his firm holds no interest
adverse to the Debtors, their creditors or any other parties-in-
interest, and it is a "disinterested person," as defined in
Section 101(14) of the Bankruptcy Code.

                      About Sea Containers

Headquartered in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they reported
US$1.7 billion in total assets and US$1.6 billion in total
debts.  (Sea Containers Bankruptcy News, Issue No. 5; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


SIRIUS SATELLITE: Sept. 30 Balance Sheet Upside-Down by $200.3MM
----------------------------------------------------------------
SIRIUS Satellite Radio Inc. incurred a $162.8 million net loss on
$167.1 million of net revenues for the three months ended Sept.
30, 2006, compared to a $180.4 million net loss on $66.8 million
of net revenues for the same period in 2005.

At Sept. 30, 2006, the company's balance sheet showed $1.6 billion
in total assets and $1.8 billion in total liabilities, resulting
in a $200.3 million stockholders' deficit.

The company's Sept. 30 balance sheet also showed strained
liquidity with $534.9 million in total current assets available to
pay $641.4 million in total current liabilities.

The company recorded total revenue increased 150% year-over-year
to $167.1 million for third quarter 2006, reflecting nearly three
million new subscribers added in the last twelve months.  The
company reported a 23% improvement in SAC per gross subscriber
addition from the year-ago quarter.  Reflecting the company's
improving business model and rapidly growing subscriber base,
SIRIUS' third quarter adjusted loss from operations decreased 21%
year-over-year.

SIRIUS ended the third quarter with 5,119,308 subscribers, 135%
above third quarter 2005 ending subscribers of 2,173,920.  During
the third quarter of 2006, SIRIUS added 441,101 net subscribers, a
23% increase over third quarter 2005 net subscriber additions of
359,294.  For the fourth consecutive quarter, SIRIUS led the
satellite radio industry in net subscriber additions, capturing a
record 61% of total satellite radio net additions in the third
quarter.  SIRIUS added approximately 205,900 net subscribers from
its retail channel and approximately 236,500 net subscribers from
its automotive OEM channel during third quarter 2006.

"SIRIUS continues to focus on excellence in programming and solid
execution of our business plan," said Mel Karmazin, CEO of SIRIUS.
"Over the last year, we generated $100 million in new revenue,
increased our share of satellite radio net subscriber additions by
24 percentage points and reduced our SAC per gross addition by
23%.  SIRIUS has never been in a stronger position heading into
the key fourth quarter holiday season, with exciting new products,
compelling programming, and strong relationships with our retail
and exclusive OEM partners.  We are well prepared to meet fourth
quarter demand and remain ocused on achieving positive free cash
flow."

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?15a8

                           About SIRIUS

New York-based SIRIUS Satellite Radio Inc. (NASDAQ: SIRI) --
http://www.sirius.com/-- delivers more than 125 channels of the
best programming in all of radio.  SIRIUS is the original and only
home of 100% commercial free music channels in satellite radio,
offering 67 music channels available nationwide.  SIRIUS also
delivers 61 channels of sports, news, talk, entertainment,
traffic, weather and data.  SIRIUS is the Official Satellite Radio
Partner and broadcasts live play-by-play games of the NFL, NBA and
NHL and.  All SIRIUS programming is available for a monthly
subscription fee of only $12.95.

SIRIUS products for the car, truck, home, RV and boat are
available in more than 25,000 retail locations, including Best
Buy, Circuit City, Crutchfield, Costco, Target, Wal-Mart, Sam's
Club, RadioShack and at http://shop.sirius.com/

SIRIUS radios are offered in vehicles from Audi, BMW, Chrysler,
Dodge, Ford, Infiniti, Jaguar, Jeep(R), Land Rover, Lexus,
Lincoln-Mercury, Mazda, Mercedes-Benz, MINI, Nissan, Rolls Royce,
Scion, Toyota, Porsche, Volkswagen and Volvo.  Hertz also offers
SIRIUS in its rental cars at major locations around the country.


SOLUTIA INC: To File Amended Reorganization Plan on December 18
---------------------------------------------------------------
Solutia, Inc., and its debtor-affiliates intend to file an amended
plan of reorganization and disclosure statement premised on the
sale of equity of the reorganized company on Dec. 18, 2006.

In a declaration filed with the Court, Jeffry N. Quinn, chairman,
president and CEO of Solutia, disclosed that in September and
October 2006, he met with a financial group that expressed
interest to sponsor an amended plan for Solutia.  Early in
November, Mr. Quinn met with potential investors interested in
purchasing equity in reorganized Solutia, including two major
chemical industry participants.  On Nov. 13, management held
presentations to the potential purchasers.

Mr. Quinn relates that Solutia's professionals continue to
explore all reasonable alternatives that would enable the Debtors
to emerge from bankruptcy as quickly and efficiently as possible.

Solutia has drafted a term sheet that outlines the amended plan's
terms.  Under the revised plan, Solutia will sell 100% of new
common stock to a purchaser.  The sale would replace the proposed
rights offering.

Cash distributions will be made to Solutia's creditors rather
than a distribution of equity in the reorganized company, as
previously contemplated in the original plan.  Old equity will be
wiped out.

A disputed claims reserve will be established on the Plan
effective date that contains sufficient funding to satisfy the
asserted secured portion of the Noteholders' claims in full in
the event they ultimately prevail in the adversary proceeding
JPMorgan Chase Bank commenced in May 2005 against the Debtors,
after the exhaustion of all trial proceedings and appeals.

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
advises that the Court has adjourned sine die the hearing to
consider approval of the Disclosure Statement explaining
Solutia's original plan.  The Disclosure Statement hearing was
initially scheduled for Nov. 16, 2006.

Solutia anticipates receiving non-binding indications of interest
today, Nov. 27, 2006, and selecting a stalking horse bid on
Dec. 4, 2006.  Solutia intends to seek Court approval of a stock
purchase agreement, bidding procedures and break-up fee on
Dec. 18, 2006.

If all things go as planned, Solutia will conduct an auction on
Feb. 12, 2007, and a hearing to consider confirmation of the
amended plan will be held on Feb. 26, 2006.

Solutia intends to emerge from bankruptcy on March 15, 2007.

Unlike the original plan, the revised Plan, Mr. Quinn says, would
enable Solutia to emerge from Chapter 11 before an ultimate
determination on the merits of the JPMorgan Adversary Proceeding
and exhaustion of appeals.

Mr. Quinn notes that each of the significant constituencies in
the case, other than the Noteholders Committee, is willing to
negotiate and make concessions from the original plan, including
the Trade Committee, Creditors Committee, Equity Committee,
Monsanto and the potential investors.

Mr. Quinn also relates that Solutia recently completed a new
business plan that details how the company will continue to
improve its financial results.  Solutia's financial advisors are
revising the business plan.

A full-text copy of the Amended Plan Term Sheet is available for
free at: http://ResearchArchives.com/t/s?15b2

Headquartered in St. Louis, Missouri, Solutia, Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- with its subsidiaries, make and sell
a variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on Dec. 17, 2003 (Bankr. S.D.N.Y.
Case No. 03-17949).  When the Debtors filed for protection from
their creditors, they listed US$2,854,000,000 in assets and
US$3,223,000,000 in debts.  Solutia is represented by Richard M.
Cieri, Esq., at Kirkland & Ellis.  Daniel H. Golden, Esq., Ira S.
Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice. (Solutia Bankruptcy News, Issue No. 73; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


STEEL PARTS: Court Okays Pepper Hamilton as Bankruptcy Counsel
--------------------------------------------------------------
Steel Parts Corporation obtained permission from the United States
Bankruptcy Court for the Eastern District of Michigan to employ
Pepper Hamilton LLP as its bankruptcy counsel.

Pepper Hamilton will:

   a. provide legal advice with respect o the Debtor's powers and
      duties as a debtor-in-possession in the continued operation
      of its business and management of its assets;

   b. assist the Debtor in maximizing the value of its assets for
      the benefit of all creditors and other parties in interest;

   c. commence and prosecute any and all necessary and
      appropriate actions or proceedings on behalf of the Debtor
      and its assets;

   d. prepare, on behalf of the Debtor, all of the applications,
      motions, answers, orders, reports and other legal papers
      necessary in the Debtor's bankruptcy proceeding;

   e. appear in Court to represent and protect the interests of
      the Debtor and its estates; and

   f. perform all other legal services for the Debtor that may be
      necessary and proper in its chapter 11 case.

The Debtor told the Court that the firm holds a $50,000 retainer.

Barbara Rom, Esq., a partner at Pepper Hamilton, assured the Court
that her firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Ms. Rom can be reached at:

         Barbara Rom, Esq.
         Pepper Hamilton LLP
         36th Floor, 100 Renaissance Center
         Detroit, Michigan 48243-1157
         Tel: (313) 259-7110
         Fax: (313) 259-7926
         http://www.pepperlaw.com/

Headquartered in Livonia, Michigan, Steel Parts Corporation --
http://www.steelparts.com/-- supplies automatic transmissions,
suspension, steering components, assemblies and other automotive
parts.

The Company filed for chapter 11 protection on Sept. 15, 2006
(Bankr. E.D. Mich. Case No. 06-52972).  Scott A. Wolfson, Esq., E.
Todd Sable, Esq., Judy B. Calton, Esq., Michelle E. Taigman, Esq.,
and Seth A. Drucker, Esq., at Honigman Miller Schwartz and Cohn
LLP, represent the Debtor's Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it estimated assets and debts between $10 million and
$50 million.


STEEL PARTS: Creditors Panel Hires O'Keefe as Financial Advisors
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Steel Parts
Corporation's chapter 11 case obtained authority from the U.S.
Bankruptcy Court for the Eastern District of Michigan to retain
O'Keefe and Associates Consulting as its financial advisors, nunc
pro tunc to Oct. 2, 2006.

As financial advisors, O'Keefe will:

   a. assist in the review of reports or filings as required by
      the Court or the Office of the U.S. Trustee, including
      schedules of assets and liabilities, statements of
      financial affairs, and monthly operating reports;

   b. review the Debtor's financial information, including
      analyzing cash receipts and disbursements, financial
      statement items, and proposed transactions for which Court
      approval is sought;

   c. review and analyze reporting regarding cash collateral and
      any debtor-in-possession financing arrangements and
      budgets;

   d. review valuations of the businesses and liquidation
      analysis;

   e. assess the proposed sale process and bidding procedures;

   f. evaluate potential employee retention and severance
      plans;

   g. analyze assumption and rejection issues regarding executory
      contracts and leases;

   h. assist in evaluating sale strategy and alternatives
      available to the creditors;

   i. assist in preparing documents necessary for confirmation;

   j. advise and assist the Committee in negotiations and
      meetings with the Debtor, the lender, and the stalking
      horse bidder;

   k. assist with the claims resolution procedures, including
      analyzing creditors' claims by type and entity;

   l. provide litigation consulting services and expert witness
      testimony regarding confirmation issues, valuation issue,
      avoidance actions or other matters; and

   m. perform other functions as requested by the Committee or
      its counsel.

David Distel, a managing associate at the Grand Rapids Office of
O'Keefe and Associates, tells the Court that the Firm's
professionals bill:

      Professional        Designation          Hourly Rate
      ------------        -----------          -----------
      Patrick O'Keefe     Managing Principal       $350
      David Distel        Managing Associate       $240

Mr. Distel assures the Court that the Firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Livonia, Michigan, Steel Parts Corporation --
http://www.steelparts.com/-- supplies automatic transmissions,
suspension, steering components, assemblies and other automotive
parts.  The Company filed for chapter 11 protection on
Sept. 15, 2006 (Bankr. E.D. Mich. Case No. 06-52972).  Barbara
Rom, Esq., and Hannah Mufson McCollum, Esq., at Pepper Hamilton
LLP, represent the Debtors.  Scott A. Wolfson, Esq., E. Todd
Sable, Esq., Judy B. Calton, Esq., Michelle E. Taigman, Esq., and
Seth A. Drucker, Esq., at Honigman Miller Schwartz and Cohn LLP,
represent the Debtor's Official Committee of Unsecured Creditors.
When the Debtor filed for protection from its creditors, it
estimated assets and debts between $10 million and $50 million.


STEVE'S SHOES: Court Confirms First Amended Plan of Liquidation
---------------------------------------------------------------
The Honorable Robert D. Berger of the U.S. Bankruptcy Court for
the District of Kansas confirmed on Nov. 21, Steve's Shoes Inc.'s
First Amended Chapter 11 Plan of Liquidation.

Judge Berger determined that the Modified Plan satisfies the 13
standards for confirmation under Section 1129(a) of the Bankruptcy
Code.

As reported on the Troubled Company Reporter on Sept. 28, 2006,
the Debtor has ceased operations and reduced substantially all of
its assets to cash.

                       Treatments of Claims

Under the Debtor's Plan, all Allowed Administrative Claims,
Administrative Professional Fee Claims, U.S. Trustee Fees, and
Priority Tax Claims will be paid in full.

Holders of Allowed Secured Claims will receive, in full and
complete satisfaction of their claim, either:

   a) cash in an amount equal to the secured claim, including
      interest on that claim; or

   b) the collateral securing its secured claim.

Allowed Priority Claim holders will receive cash in an amount
equal to the priority claim on the later of the:

    i) Effective Date; and

   ii) 15th Business Day of the first month following the month in
       which that claim becomes an Allowed Priority Claim.

After all Allowed Administrative Claims, Allowed Administrative
Professional Fee Claims, U.S. Trustee Fees, Allowed Priority Tax
Claims, Allowed Priority Claims, Allowed Secured Claims, and all
then existing and outstanding post confirmation date costs have
been paid in full, holders of Unsecured Claims, estimated at
$7 million, will be entitled to receive their pro rata share of
cash on the later of the:

    i) Initial Distribution Date; and

   ii) 15th Business day of the first month following the month in
       which that claim becomes an Allowed Unsecured Claim.

Equity Interests holders will not receive anything under the Plan.

Headquartered in Lenexa, Kansas, Steve's Shoes Inc. --
http://www.stevesshoes.com/-- was a shoe retailer.  The
Company filed for chapter 11 protection on Jan. 6, 2006
(Bankr. D. Kans. Case No. 06-20015).  Thomas M. Mullinix, Esq.,
and Joanne B. Stutz, Esq., Evans & Mullinix, P.A., represent
the Debtor.  Brent Weisenberg, Esq., and Jay R Indyke, Esq., at
Kronish Lieb Weiner & Hellman LLP, represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed total assets of
$9,494,325 and total debts of $20,200,821.


TOWER AUTO: Closure Plans Will Displace 100 Employees in Indiana
----------------------------------------------------------------
Tower Automotive Inc. and its debtor-affiliates will close their
Kendallville, Indiana, plant early next year, costing more than
100 employees their jobs, the Associated Press reports.

The city of Kendallville tried to entice Tower to stay, but
"there was nothing we could offer in the realm of economic
development to keep them here," Kendallville Mayor Suzanne
Handshoe told the AP.

As part of Tower's ongoing strategy to reduce excess
manufacturing capacity and enhance operational efficiency,
production from the Kendallville Plant will be consolidated into
other Tower facilities in North America, James A. Mallak, Tower
Automotive's chief financial officer, informs the Securities and
Exchange Commission.

The timetable for the transition of work will be decided within
the next few weeks.

According to Mr. Mallak, total estimated costs associated with
the consolidation amount to approximately $19,600,000, which is
comprised of:

    * employee related costs for $1,300,000,
    * asset impairment charges for $11,700,000,
    * other non-cash charges for $3,500,000, and
    * other costs for $3,100,000.

Future cash expenditures for those actions are estimated
at $4,400,000.

As part of the ongoing process, the company may undertake
additional actions in the future to rationalize and consolidate
its operations, Mr. Mallak relates.

Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  Ira S. Dizengoff, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 49; Bankruptcy Creditors' Service, Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


TOWER AUTOMOTIVE: Wants Until March 30 to Decide on Leases
----------------------------------------------------------
Tower Automotive Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to further
extend their time to assume, assume and assign, or reject
unexpired nonresidential real property leases through and
including March 30, 2007.

Anup Sathy, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
relates that the Debtors are party to more than 20 major facility
lease agreements, including leases for office space locations and
key production centers.

The Leased Facilities will factor heavily into the Debtors'
ongoing operational restructuring, Mr. Sathy says.  The Debtors
believe that they are current on all postpetition obligations
under the Unexpired Leases.

According to Mr. Sathy, the Debtors have already made significant
progress evaluating the Unexpired Leases.  As of Nov. 16, 2006,
the Debtors have rejected nine different leases.  Mr. Sathy,
however, explains that while the Debtors have made substantial
progress, they remain in active negotiations with the landlords
regarding certain of the Leased Facilities and require additional
time to decide on the Unexpired Leases.

The Debtors reserve their rights to evaluate whether any of the
Unexpired Leases are secured financing arrangements.  Nothing
will constitute an admission that any of the contracts are
properly categorized as lease arrangements, Mr. Sathy says.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  Ira S. Dizengoff, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 49; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


TOWER RECORDS: Files Schedules of Assets and Liabilities
--------------------------------------------------------
MTS Incorporated, dba Tower Records, and its debtor-affiliates
delivered their schedules of assets and liabilities to the U.S.
Bankruptcy Court for the District of Delaware, disclosing:

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property                 $13,532,000
  B. Personal Property            $299,748,081
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                $151,706,635
  E. Creditors Holding
     Unsecured Priority Claims                         $372,275
  F. Creditors Holding
     Unsecured Nonpriority
     Claims                                        $132,925,351
                                  ------------     ------------
     Total                        $313,280,081    [$285,004,261]

A full-text copy of the Debtors' 603-page list of their schedules
is available for a fee at:

  http://www.researcharchives.com/bin/download?id=061124034432

Headquartered in West Sacramento, California, MTS, Inc., dba Tower
Records -- http://www.towerrecords.com/-- is a retailer of music
in the U.S., with nearly 100 company-owned music, book, and video
stores.  The Company and its affiliates previously filed for
chapter 11 protection on Feb. 9, 2004 (Bankr. D. Del. Lead Case
No. 04-10394).  The Court confirmed the Debtors' plan on March 15,
2004.

The Company and seven of its affiliates filed their second
voluntary chapter 11 petition on Aug. 20, 2006 (Bankr. D. Del.
Case Nos. 06-10886 through 06-10893).  Richards, Layton & Finger,
P.A. and O'Melveny & Myers LLP represent the Debtors.  The
Official Committee of Unsecured Creditors is represented by
McGuirewoods LLP and Cozen O'Connor.  When the Debtors filed for
protection from their creditors, they estimated assets and debts
of more than $100 million.  The Debtors' exclusive period to file
a chapter 11 plan expires on Dec. 18, 2006.


TRUMP ENTERTAINMENT: Earns $5.8 Million in 2006 Third Quarter
-------------------------------------------------------------
Reorganized Trump Entertainment Resorts Inc. reported $5.8 million
of net income on $288.3 million of net revenues for the three
months ended Sept. 30, 2006, compared to $3.2 million of net
income on $277.2 million of net revenues for the same period in
2005.

At Sept. 30, 2006, the company's balance sheet showed $2.2 billion
in total assets and $1.8 billion in total liabilities.

As of Sept. 30, 2006, the company's accumulated deficit widens to
$421.6 million from $427.1 million of deficit at Dec. 31, 2005.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?15aa

Mark Juliano, the Company's Chief Operating Officer, commented,
"We were able to post increases in net revenues and adjusted
EBITDA for the quarter, even though the period started out with
the unexpected and unfortunate closure of all Atlantic City
casinos for three days due to the New Jersey state budget impasse.
Of course, the true effects of this closure lasted beyond three
days as it took time for business to return to normal levels.  In
addition, we continued our efforts to streamline management costs.
Our unusually heavy entertainment calendar in August led to higher
than anticipated marketing and promotional costs.  We expect these
costs will decrease in future quarters."

James B. Perry, Chief Executive Officer and President, added, "Our
renovation and development plans for Atlantic City continue to
move forward.  The new Taj Mahal tower is under construction and
the first phase to the Taj Mahal promenade is expected to be
completed by the end of the year.  We expect to announce our plans
for the next phase of our renovation capital by the end of this
year."

"We are in the process of implementing the Company's technology
programs including the hotel yield management system, which will
help us properly manage and maximize revenue from our hotel rooms,
and the enterprise data warehouse, which will allow us to
capitalize on our presence in the Atlantic City marketplace
through more effective marketing."

"The development initiatives of the Company are also progressing,
and we were pleased to announce the appointment of Eric Hausler as
our senior development professional last month.  We are preparing
for our November 14 hearing with the Pennsylvania Gaming Control
Board regarding our proposed project in Philadelphia and expect a
decision from the regulatory board before the end of the year."

"We are moving forward with the planning process for a possible
development in Diamondhead, Mississippi and are in the process of
evaluating this possible arrangement with Diamondhead Casino
Corporation."

The Company reported that as of Sept. 30, 2006, it had cash of
$161.3 million excluding $27.3 million of cash restricted in use
by the agreement governing the sale of Trump Indiana.  The Company
indicated total debt had decreased by $24.7 million since December
31, 2005, to $1,413.3 million at Sep. 30, 2006.  Capital
expenditures through Sept. 30, 2006, were approximately $91.4
million and the Company expects capital expenditures for the
remainder of 2006 to be approximately $35 million.

During the quarter, lenders approved an amendment to the Company's
Credit Agreement allowing us to defer the delayed draw time on our
term loan related to the Taj Mahal expansion to May 20, 2007.  In
addition we modified the definition of "EBITDA" for purposes of
calculating our financial covenants for the next four quarters, to
allow for the addition of $8.0 million of foregone EBITDA relating
to the closure of our casino operations in July 2006.

Atlantic City, New Jersey-based Trump Hotels & Casino Resorts,
Inc., nka Trump Entertainment Resorts, Inc. (Nasdaq: TRMP) --
http://www.trumpcasinos.com/-- through its subsidiaries, owns and
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).

The Court confirmed the Debtors' Second Amended Plan of
Reorganization on Apr. 5, 2005, and the plan took effect on
May 20, 2005.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 18, 2006,
Moody's Investors Service confirmed Trump Entertainment Resorts
Holdings L.P.'s B3 Corporate Family Rating in connection with
Moody's implementation of Probability-of-Default and Loss-Given-
Default rating methodology.


UNITED PRODUCERS: Creditors' Confirmation Appeals Equitably Moot
----------------------------------------------------------------
United Producers, Inc., and Producers Credit Corp. filed a joint,
and subsequently amended, plan of reorganization.  Certain holders
of prepetition judgments against UPI totaling $17 million for
fraud, breach of contract, conversion, and Packers and Stockyards
Act violations arising out of cattle marketing, objected to the
amended plan on numerous grounds, including the assertions that
the plan had not been proposed in good faith, failed to provide
them with more than they would receive in a liquidation under
chapter 7, was not feasible, and otherwise was not fair and
equitable with respect to the Appellants' class of claims. 11
U.S.C.  1 129(a)(3), (7), (11) & (b)(1) and (2). The creditors
also objected on the basis that the continuance of UPI's current
management, due to their prepetition misconduct which led to
Appellants' judgments, was inconsistent with the interests of
creditors and equity security holders and with public policy. 11
U.S.C.  1129(a)(5)(A).

After a confirmation hearing on September 28 and 29, 2005, the
bankruptcy court entered an order on September 30, 2005, finding
that the amended plan met all the confirmation standards of the
Bankruptcy Code and directing the submission of a separate
confirmation order.  Subsequently, on October 6, 2005, the court
entered an order confirming the amended plan.  The creditors
timely appealed both the September 30 and October 6, 2005 orders,
but did not seek a stay of the orders.

In a decision published at 2006 WL 2846842, the United States
Bankruptcy Appellate Panel for the Sixth Circuit says the
creditors' appeal from orders overruling their objections to the
debtors' proposed Chapter 11 plan and confirming the plan over
their objections had to be dismissed as equitably moot because (i)
the creditors had not sought a stay pending appeal, (ii) the
debtors had substantially consummated their plan, and (iii)
innocent third parties had relied on implementation of plan.

The creditors are G.E. Cattle Co., Gerald and Nancy Eggerling,
James and Marcella Eggerling, Eggerling Farms, Inc., R L
Financial, Inc., Rick and Diane Kuchta, Kuchta Farms, Inc., Randy
Oertwich d/b/a Oertwich Farms, Inc., Curreys of Nebraska, Inc.,
Producers Livestock Credit Corp., and Harry Hayes.

Headquartered in Columbus, Ohio, United Producers, Inc. --
http://www.uproducers.com/-- offers marketing, financing, and
credit services to its member livestock producers in the U.S. corn
belt, southeast, and midwest areas.  The company and its debtor-
affiliate filed for chapter 11 protection on Apr. 1, 2005 (Bankr.
S.D. Ohio Case No. 05-55272).  Reginald W. Jackson, Esq. at Vorys,
Sater, Seymour and Pease, LLP represented the Debtor in its
restructuring.  When the Debtor filed for protection from
its creditors, it estimated $10 million to $50 million in assets
and debts.


UTSTARCOM INC: Gets Notice of Default from Trustee of 7/8% Notes
----------------------------------------------------------------
UTStarcom Inc. received notice from the Trustee for the holders of
its 7/8% Convertible Subordinated Notes due 2008, asserting that
failure to file its Form 10-Q on or before Jan. 9, 2007,
constitute and event of default under the Indenture.

The Trustee or the holders of at least 25% in aggregate principal
amount of the Notes outstanding would have the right to declare
all unpaid principal and accrued interest on the Notes then
outstanding to be immediately due and payable.

The Company had received a notice from the staff of The Nasdaq
Stock Market indicating that it is not in compliance with
Marketplace Rule 4310(c)(14) because it has not timely filed with
the Securities and Exchange Commission its Quarterly Report on
Form 10-Q for the quarter ended Sept. 30, 2006.

The notice indicated that due to the noncompliance, the Company's
common stock will be delisted at the opening of business on
Nov. 27, 2006, unless the Company requests a hearing in accordance
with the Nasdaq Marketplace Rules.

The Company disclosed that it intends to request a hearing before
a Nasdaq Listing Qualifications Panel to review the Nasdaq staff's
determination.  The hearing request will stay the delisting of the
Company's common stock pending the Panel's decision.

Previously, the Company announced that it has delayed the filing
of the Form 10-Q in order to (i) complete its voluntary review of
its historical equity award grant practices under the direction of
the Nominating and Corporate Governance Committee of the Company's
Board of Directors and (ii) assess any impact of the review on the
Company's financial statements related to prior equity grants and
the Company's internal control over financial reporting.

The Company also disclosed that, pursuant to the Indenture, the
Company is required to file with the Securities and Exchange
Commission all reports and other information and documents
pursuant to Section 13 or 15(d) of the Exchange Act of 1934, as
amended, and provide a copy of the filings to the trustee for the
holders of the Notes.

Pursuant to the Indenture, a default by the Company on the
requirement becomes an "event of default" (i) if the Trustee
notifies the Company of the default, or (ii) 25% of Holders notify
the Company and the Trustee of the default, and (iii) the Company
does not cure the default within 60 days after receipt of the
notice.

                       About UTStarcom Inc.

Alameda, Calif.-based UTStarcom Inc. provides IP-based, end-to-end
networking solutions and international service and support.  The
company sells its broadband, wireless, and handset solutions to
operators in both emerging and established telecommunications
markets around the world.  The company has research and design
operations in the United States, China, Korea, and India.


W.R. GRACE: Asbestos PI Panel Wants Documents Produced
------------------------------------------------------
The Official Committee of Asbestos Personal Injury Claimants in
W.R. Grace & Co. and its debtor-affiliates' bankruptcy cases asks
the Honorable Judith K. Fitzgerald to compel the Debtors to
produce certain documents pursuant to Rule 2004 of the Federal
Rules of Bankruptcy Procedure.

The PI Committee also seeks the Court's permission pursuant to
Section 107(b) of the Bankruptcy Code and Rule 9018 of the
Federal Rules of Bankruptcy Procedure to file its Discovery
Motion under seal for in-camera review.

In a separate pleading, David T. Austern, the Court-appointed
legal representative for future asbestos claimants in the
Debtors' cases, also seeks Judge Fitzgerald's consent to file
under seal his memorandum in support of the PI Committee's
Discovery Motion.

The PI Committee wants the Debtors to respond to document request
numbers 47 and 66 of the Committee's First Set of Requests for
Production of Documents Directed to the Debtors.

Mark T. Hurford, Esq., at Campbell & Levine LLC in Wilmington,
Delaware, on the PI Committee's behalf; and Raymond G. Mullady,
Jr., Esq., at Orrick, Herrington & Sutcliffe LLP in Wilmington,
Delaware, on the FCR's behalf, assert that it is necessary to
file the Discovery Motion and the Discovery Memorandum under seal
since they both contain confidential information relating to:

   -- the Debtors' policies regarding the settlement and
      litigation of asbestos personal injury claims; and

   -- the history of personal injury judgments against the
      Debtors.

The Discovery Documents also contain information that was either
provided by the Debtors pursuant to a confidentiality agreement,
or obtained in connection with confidential deposition
proceedings.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.  The Company and its
debtor-affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. D. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  The Debtors hired
Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Anderson Kill & Olick, P.C.,
represent the Official Committee of Asbestos Personal Injury
Claimants.  The Asbestos Committee of Property Damage Claimants
tapped Martin W. Dies, III, Esq., at Dies & Hile L.L.P., and C.
Alan Runyan, Esq., at Speights & Runyan,to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to
the Official Committee of Equity Security Holders.  (W.R. Grace
Bankruptcy News, Issue No. 119; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


WENDY'S INT'L: Discloses Results of Dutch Auction Tender Offer
--------------------------------------------------------------
Wendy's International Inc. disclosed the final results of its
modified "Dutch Auction" tender offer, which expired at 5:00 p.m.,
Eastern Time, on Nov. 16, 2006.

The Company has accepted for purchase 22,413,278 of its common
shares at a purchase price of $35.75 per share, for a total cost
of $801.3 million.

Shareholders who deposited common shares in the tender offer at or
below the purchase price will have all of their tendered common
shares purchased, subject to certain limited exceptions, the
Company says.

The Company also said that American Stock Transfer & Trust
Company, the depositary for the tender offer, will promptly issue
payment for the shares validly tendered and accepted for purchase
under the tender offer.

The number of shares the Company accepted for purchase in the
tender offer represents approximately 19% of its currently
outstanding common shares.

Headquartered in Dublin, Ohio, Wendy's International Inc.
-- http://www.wendysintl.com/-- and its subsidiaries operate,
develop, and franchise a system of quick service and fast casual
restaurants in the United States, Canada, and internationally.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 17, 2006,
Moody's Investors Service held its Ba2 Corporate Family Rating for
Wendy's International Inc.

Additionally, Moody's held its Ba2 ratings on the company's
$200 million 6.25% Senior Unsecured Notes Due 2011 and
$225 million 6.2% Senior Unsecured Notes Due 2014.  Moody's
assigned the debentures an LGD4 rating suggesting noteholders will
experience a 54% loss in the event of default.


WERNER LADDER: Ct. Denies Prompt Payment of WXP's Admin. Claim
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware denies,
without prejudice, supplier WXP Inc.'s request for the immediate
payment of its $1,084,685 administrative claim by Werner Holding
Co. (DE), Inc., aka Werner Ladder Company, and its debtor-
ffiliates.

As reported in the Troubled Company Reporter on Sept. 7, 2006,
WXP, which has supplied Werner aluminum log, aluminum stages,
scaffolding, planks and other products, sought the Court to allow
an administrative claim for $1,173,530 in its favor and require
Werner to promptly pay the claim.

As previously reported the Court allowed a $1,084,685
administrative claim against Werner Ladder, in favor of supplier
WXP, Inc.  The Court also ruled that:

  (1) WXP would retain its right to assert an additional $82,355
      agreed by the Debtors to be owed WXP for goods sold and
      delivered and sought by WXP as an administrative claim, but
      not delivered within 20 days before the June 12, 2006
      Petition Date, is an allowable reclamation critical vendor
      or unsecured claim; and

  (2) the Debtors and the Creditors Committee would retain their
      rights to object to all or any portion of the additional
      claim.

The Debtors objected to WXP's motion, arguing that pursuant to
Sections 105(a), 503(b) and 507(a) of the Bankruptcy Code and the
Court's Order dated June 13, 2006, the Debtors are authorized to
make payments on account of prepetition claims of suppliers of
goods entitled to administrative priority up to a cap amount of
$2,000,000.  The Debtors also disagreed with the amount of WXP's
claim.

The Official Committee of Unsecured Creditors also opposed WXP's
request for immediate payment of its administrative claim.

Headquartered in Greenville, Pennsylvania, Werner Co. --
http://www.wernerladder.com/-- manufactures and distributes
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).

The firm of Willkie Farr & Gallagher LLP serves as the Debtors'
counsel.  Kara Hammond Coyle, Esq., Matthew Barry Lunn, Esq., and
Robert S. Brady, Esq., Young, Conaway, Stargatt & Taylor, LLP,
represents the Debtors as its co-counsel.  The Debtors have
retained Rothschild Inc. as their financial advisor.  Greenberg
Traurig LLP is counsel to the Official Committee of Unsecured
Creditors.  Jefferies & Co serves as the Committee's financial
advisor.

At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.


WERNER LADDER: Wants to Implement Union Employees' Severance Plan
-----------------------------------------------------------------
Werner Holding Co. (DE), Inc., aka Werner Ladder Company, and its
debtor-affiliates seek authority from U.S. Bankruptcy Court for
the Southern District of New York to implement a severance plan
for hourly union employees at their facility in Chicago, Illinois,
who will permanently lose their jobs.

In 2005, the Debtors decided to transfer their operations from
the relatively high cost Chicago Facility to their facility in
Juarez, Mexico.  At the end of the transition, the Chicago
Facility will be closed and substantially all of the employees
will be terminated.  The Debtors anticipate their operational
restructuring to be completed in the first quarter of 2007.

Currently, there are about 432 hourly employees at the Chicago
Facility, of which 429 are members of the Allied Production
Workers Union Local No. 12, AFL, CIO.  To insure the continued
productivity at the Chicago Facility, the Debtors and the Chicago
Union had entered into a new collective bargaining agreement to
replace their original CBA that expired on July 17, 2006.  The
new CBA took effect on July 18, 2006.

According to Joel A. Waite, Esq., at Young, Conaway, Stargatt &
Taylor, LLP, in Wilmington, Delaware, neither the Original CBA
nor the Current CBA provided the Chicago Union Employees with a
contractual right to severance payments.

Mr. Waite says that pursuant to a Final Settlement and
Recommendation dated Aug. 8, 2006, between the Debtors and the
Chicago Union, the Debtors agreed that in the event of a notice
of mass layoff or plant shutdown under the Worker Adjustment and
Retraining Act of 1998, they would negotiate to implement a
severance program for the Chicago Union Employees.

In September 2006, the Debtors notified their employees at the
Chicago Facility of their intention to cut up to 230 jobs by
November.  In October 2006, the Debtors sent another notice
indicating their intention to eliminate up to 100 additional
employees beginning Dec. 17, 2006.

              Chicago Union Employee Severance Program

Under the Chicago Union Employee Severance Program, as negotiated
by the parties, calculation of the severance payments due at the
time of separation would be done by multiplying the number of
completed years of service by the appropriate severance
multiplier.

           Years of Service      Severance Multiplier
           ----------------      --------------------
                    <2                    $0
                   2-4                   $75
                   5-7                   $75
                  8-14                  $100
                 15-24                  $135
             > or = 25                  $175

According to Mr. Waite, the total maximum cost of the Chicago
Severance Program would be around $751,240 for the 429 Chicago
Union Employees.

Mr. Waite notes that the Chicago Union Employees are a critical
part of the operational restructuring that is currently underway,
and the most effective way to incentivize them to continue
working for the Debtors is to provide the Severance Payments upon
their termination.

The Debtors also believe that making the Severance Payments to
the employees who will lose their jobs in the near future is
necessary to sustain the morale of the remaining employees who
otherwise might leave during the critical stage of the Debtors'
bankruptcy cases.

                       About Werner Ladder

Headquartered in Greenville, Pennsylvania, Werner Co. --
http://www.wernerladder.com/-- manufactures and distributes
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).

The firm of Willkie Farr & Gallagher LLP serves as the Debtors'
counsel.  Kara Hammond Coyle, Esq., Matthew Barry Lunn, Esq., and
Robert S. Brady, Esq., Young, Conaway, Stargatt & Taylor, LLP,
represents the Debtors as its co-counsel.  The Debtors have
retained Rothschild Inc. as their financial advisor.  Greenberg
Traurig LLP is counsel to the Official Committee of Unsecured
Creditors.  Jefferies & Co serves as the Committee's financial
advisor.

At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.


WINSTAR COMMS: Chapter 7 Trustee Wants Settlement Okayed
--------------------------------------------------------
Christine C. Shubert, the Chapter 7 Trustee overseeing the
liquidation of Winstar Communications, Inc.'s estates, asks the
Court to approve a settlement agreement between:

    (a) herself, as trustee for the parent company of Winstar
        Global Media, Inc., Winstar Radio Networks, LLC, and
        Winstar Radio Productions, LLC, on the one hand; and

    (b) Patient Safety Technologies, Inc., formerly-known-as
        Franklin Capital Corporation, on the other hand.

On Nov. 8, 2005, the Court authorized the retention of Frank,
Rosen, Snyder & Moss, L.L.P., as special counsel to the Trustee.

According to Sheldon K. Rennie, Esq., at Fox Rothschild LLP, in
Wilmington, Delaware, Frank Rosen represented the Trustee in
connection with the filing of an action against Patient Safety in
the U.S. District Court for the Southern District of New York for
the collection of a $1,000,000 promissory note issued in
conjunction with the Aug. 8, 2001, sale of certain radio assets
by various non-debtor entities to Franklin Capital.

Specifically, Mr. Rennie notes, the non-debtor entities included
WGM, WRN, and WRP.  One of the debtor-entities, Winstar
Communications, is the sole shareholder of WCI Capital Corp.,
which owns 95% of Winstar New Media, which likewise owns 100% of
the non-debtor entities, WGM, WRN and WRP.  In other words, WCI
is the parent company of WGM, WRN and WRP, Mr. Rennie says.

To avoid costly litigation, and without an admission of liability
on the part of either party, the parties have entered into a
settlement agreement and release regarding the settlement of the
District Action.

The significant terms of the Agreement are:

    (a) Patient Safety will pay the Trustee and her attorneys,
        Frank Rosen, $750,000, if the entire $750,000 is paid on
        or before July 2, 2007.  Patient Safety will owe
        $1,200,000, less any payments made, if the entire $750,000
        is not paid on or before July 2.  The $1,200,000 will be
        evidenced by a Judgment Promissory Note pursuant to which
        a Judgment may be entered if there's a default in the
        payment;

    (b) Of the $750,000, the first $150,000 will be paid by
        Patient Safety to its attorney, Richard J. Babnick Jr.,
        Esq., at Sichenzia Ross Friedman Ference LLP, and held in
        Sichenzia Ross' attorney trust.  Within five business days
        of the Court's approval of the Agreement, Mr. Babnick will
        cause the $150,000 held in Sichenzia Ross' attorney trust
        account to be paid over to Frank Rosen for the benefit of
        Ms. Shubert, in her capacity as trustee of the parent
        company of WGM;

    (c) Of the remaining $600,000 due after the first $150,000
        payment, payments will be made to Frank Rosen -- for Ms.
        Shubert's benefit -- at the rate of 25% of the gross
        amount of all equity capital raised by Patient Safety.  To
        effectuate these payments, Patient Safety will deposit
        100% of its equity raises in Sichenzia Ross' attorney
        trust account and the funds from the capital raises, at
        any given increment, will be disbursed as (i) 25% of the
        funds to Frank Rosen, and (ii) the remaining 75% of the
        funds as directed by Patient Safety.  The payments must be
        made to Frank Rosen within five business days after the
        closing of any capital raise and Sichenzia Ross' receipt
        of the funds from Patient Safety's capital raises in
        Sichenzia Ross' attorney trust Account.  Each payment will
        be credited against the $600,000 balance until the balance
        is paid in full.

        However, notwithstanding these provisions, and even if
        there are insufficient equity raises:

        (i) at least $150,000 of the $600,000 balance owed will
            have been paid to Frank Rosen on Ms. Shubert's
            behalf, on or before January 1, 2007, and if the
            First Milestone has not been achieved by January 1,
            Patient Safety will immediately pay WGM an amount
            equal to the difference between the amounts
            previously paid to WGM and the $600,000 balance to
            achieve this milestone; and

       (ii) a second $150,000 of the now remaining $450,000
            balance owed will have been paid to Frank Rosen,
            also for Ms. Shubert's benefit, on or before
            April 1, 2007, and if the Second Milestone has not
            been achieved by April 1, Patient Safety will
            immediately pay WGM an amount equal to the
            difference between the amounts previously paid to
            WGM and the $450,000 balance to achieve this second
            milestone.

        Any funds held in Sichenzia Ross' escrow for the benefit
        of WGM, but not yet distributed to WGM, will be included
        in calculating whether Patient Safety has satisfied the
        First and Second Milestones;

    (d) To secure the payments, Ault Glazer Bodnar Acquisition
        Fund will pledge its rights and privileges associated with
        the first mortgage held on the parcel of land situation in
        the southwest quarter of the southeast quarter of Section
        27, Township 16 South, Range 1 West situated in Jefferson
        County, Alabama.  The Trustee will require a current title
        insurance report and a property and casualty insurance
        policy on the property listing her as a loss payee paid
        for by Patient Safety.  The property and casualty
        insurance policy will be maintained in full force and
        effect through the time when the entire amount due will be
        paid to Frank Rosen.  Furthermore, once Patient Safety
        satisfies its payment obligations in full, WGM will
        release the pledge back to the Ault Glazer.
        Notwithstanding the Pledge, Patient Safety may sell the
        Property underlying the first mortgage and apply the
        proceeds to the payment of amounts owed;

    (e) Simultaneously with the execution of the Agreement, the
        parties will execute a Stipulation of Dismissal of Action,
        with prejudice, which may be filed without further notice
        with the District Court; and

    (f) The parties irrevocably, unconditionally, and generally
        release, acquit, and forever discharge each other from any
        and all claims, provided, however, that nothing will
        release the parties from any of their duties, covenants,
        obligations, representations, or warranties under the
        Agreement.

A full-text copy of the Agreement is available for free at:

              http://ResearchArchives.com/t/s?1237

                         About Winstar

Headquartered in New York, New York, Winstar Communications, Inc.,
provides broadband services to business customers.  The Company
and its debtor-affiliates filed for chapter 11 protection on
April 18, 2001 (Bankr. D. Del. Case Nos. 01-01430 through
01-01462). The Debtors obtained the Court's approval converting
their case to a chapter 7 liquidation proceeding in January 2002.
Christine C. Shubert serves as the Debtors' chapter 7 trustee.
When the Debtors filed for bankruptcy, they listed $4,975,437,068
in total assets and $4,994,467,530 in total debts. (Winstar
Bankruptcy News, Issue No. 76; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WINSTAR COMMS: Court Approves ESB as Ch. 7 Trustee's Accountants
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Christine C. Shubert, the Chapter 7 Trustee overseeing the
liquidation of Winstar Communications, Inc.'s estates, to employ
Executive Sounding Board Associates, Inc., as her accountants.

As reported on Nov. 9, 2006, ESB will be working with Parente
Consulting, the Chapter 7 Trustee's other accountant.

The Trustee wanted to hire ESB to avail of the services of Stephen
J. Scherf, a principal and primary accountant at Parente, who
will be transferring to ESB as managing director.

Mr. Scherf possesses specific knowledge and in-depth familiarity
with Winstar's cases, Sheldon K. Rennie, Esq., at Fox Rothschild
LLP, in Wilmington Delaware, told the Court.

Mr. Scherf's services while at Parente were crucial to the multi-
million dollar lawsuit against Lucent Technologies Inc., Mr.
Rennie noted.  With Mr. Scherf, the Trustee achieved more than
$300,000,000 in the Lucent suit, which is currently on appeal.

The Trustee added she does not want to terminate Parente's
services.  According to Mr. Rennie, the accountants at Parente,
specifically Charles Persing, who is also a former executive of
the Debtors, have specific knowledge and skills required to
administer Winstar's estate.

The Trustee anticipates that Parente and Mr. Persing will
continue providing services in line with those performed by Mr.
Scherf on behalf of the estate while at Parente.  The Trustee
also anticipates there may be matters where both firms need to be
involved, like in connection with the Lucent Appeal.

The Trustee assured the Court there will no duplication of work
between Parente and ESB.

As the Trustee's accountant, ESB is expected to:

    (a) perform general accounting and tax advisory services
        regarding the administration of the bankruptcy estate;

    (b) review and assist in preparing and filing tax returns,
        and existing or future IRS examinations, among others;

    (c) analyze and advise on additional accounting, financial,
        valuation and related issues that may arise in Winstar's
        cases;

    (d) assist the Trustee's counsel in preparing and evaluating
        any potential litigation;

    (e) provide testimony on various matters; and

    (f) perform other appropriate services for the Trustee as
        requested.

ESB will be paid on an hourly basis at its normal and customary
hourly rates, plus reimbursement of actual, necessary expenses
and other charges incurred:

        Professional                         Hourly Rate
        ------------                         -----------
        Stephen J. Scherf                       $395
        Staff through Managing Directors     $150 - $425

Mr. Scherf attests that ESB does not represent any interest
adverse to the Debtors' estates and is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy
Code.
                         About Winstar

Headquartered in New York, New York, Winstar Communications, Inc.,
provides broadband services to business customers.  The Company
and its debtor-affiliates filed for chapter 11 protection on
April 18, 2001 (Bankr. D. Del. Case Nos. 01-01430 through
01-01462). The Debtors obtained the Court's approval converting
their case to a chapter 7 liquidation proceeding in January 2002.
Christine C. Shubert serves as the Debtors' chapter 7 trustee.
When the Debtors filed for bankruptcy, they listed $4,975,437,068
in total assets and $4,994,467,530 in total debts. (Winstar
Bankruptcy News, Issue No. 76; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


* BOND PRICING: For the week of November 20 -- November 24, 2006
----------------------------------------------------------------

Issuer                               Coupon   Maturity  Price
------                               ------   --------  -----
ABC Rail Product                     10.500%  12/31/04     0
Adelphia Comm.                        3.250%  05/01/21     0
Adelphia Comm.                        6.000%  02/15/06     0
Aetna Industries                     11.875%  10/01/06    11
Allegiance Tel.                      11.750%  02/15/08    44
Allegiance Tel.                      12.875%  05/15/08    44
Amer & Forgn Pwr                      5.000%  03/01/30    64
Amer Color Graph                     10.000%  06/15/10    70
Antigenics                            5.250%  02/01/25    66
Anvil Knitwear                       10.875%  03/15/07    68
Archibald Candy                      10.000%  11/01/07     0
Atlantic Coast                        6.000%  02/15/34    13
Autocam Corp.                        10.875%  06/15/14    30
Bank New England                      8.750%  04/01/99     7
Bank New England                      9.500%  02/15/96    13
BBN Corp                              6.000%  04/01/12     0
Budget Group Inc                      9.125%  04/01/06     0
Burlington North                      3.200%  01/01/45    59
Calpine Corp                          4.000%  12/26/06    48
Calpine Corp                          4.750%  11/15/23    68
Calpine Corp                          6.000%  09/30/14    52
Calpine Corp                          7.750%  06/01/15    45
Calpine Corp                          8.500%  02/15/11    68
Calpine Corp                          8.625%  08/15/10    67
Cell Therapeutic                      5.750%  06/15/08    70
Central Tractor                      10.625%  04/01/07     0
Chic East Ill RR                      5.000%  01/01/54    57
CHS Electronics                       9.875%  04/15/05     2
Clark Material                       10.750%  11/15/06     0
Collins & Aikman                     10.750%  12/31/11     3
Comcast Corp                          2.000%  10/15/29    41
Conseco Inc                           8.500%  10/15/02     0
Dal-Dflt09/05                         9.000%  05/15/16    59
Dana Corp                             5.850%  01/15/15    72
Dana Corp                             6.500%  03/15/08    75
Dana Corp                             7.000%  03/01/29    74
Dana Corp                             7.000%  03/15/28    75
Dana Corp                             9.000%  08/15/11    74
Dana Corp                            10.125%  03/15/10    72
Decode Genetics                       3.500%  04/15/11    72
Delco Remy Intl                       9.375%  04/15/12    27
Delco Remy Intl                      11.000%  05/01/09    36
Delta Air Lines                       2.875%  02/18/24    59
Delta Air Lines                       7.700%  12/15/05    59
Delta Air Lines                       7.900%  12/15/09    60
Delta Air Lines                       8.000%  06/03/23    60
Delta Air Lines                       8.300%  12/15/29    60
Delta Air Lines                       9.250%  03/15/22    59
Delta Air Lines                       9.250%  12/27/07    29
Delta Air Lines                       9.375%  09/11/07    64
Delta Air Lines                       9.750%  05/15/21    61
Delta Air Lines                      10.000%  08/15/08    60
Delta Air Lines                      10.060%  01/02/16    73
Delta Air Lines                      10.125%  05/15/10    57
Delta Air Lines                      10.375%  02/01/11    60
Delta Air Lines                      10.375%  12/15/22    59
Delta Mills Inc                       9.625%  09/01/07    15
Deutsche Bank NY                      8.500%  11/15/16    73
Diamond Triumph                       9.250%  04/01/08    71
Diva Systems                         12.625%  03/01/08     1
Dov Pharmaceutic                      2.500%  01/15/25    50
Drum Financial                       12.875%  09/15/99     0
Dura Operating                        8.625%  04/15/12    26
Dura Operating                        9.000%  05/01/09     4
DVI Inc                               9.875%  02/01/04     8
E.Spire Comm Inc                     10.625%  07/01/08     0
E.Spire Comm Inc                     13.750%  07/15/07     0
Eagle Family Food                     8.750%  01/15/08    74
Epix Medical Inc                      3.000%  06/15/24    71
Exodus Comm Inc                      10.750%  12/15/09     0
Exodus Comm Inc                      11.625%  07/15/10     0
Family Golf Ctrs                      5.750%  10/15/04     0
Fedders North AM                      9.875%  03/01/14    69
Federal-Mogul Co.                     7.375%  01/15/06    68
Federal-Mogul Co.                     7.500%  01/15/09    69
Federal-Mogul Co.                     8.160%  03/06/03    67
Federal-Mogul Co.                     8.250%  03/03/05    68
Federal-Mogul Co.                     8.330%  11/15/01    68
Federal-Mogul Co.                     8.370%  11/15/01    63
Federal-Mogul Co.                     8.370%  11/15/01    67
Federal-Mogul Co.                     8.800%  04/15/07    68
Finova Group                          7.500%  11/15/09    30
Ford Motor Co                         6.625%  02/15/28    74
Ford Motor Co                         7.400%  11/01/46    73
Ford Motor Co                         7.700%  05/15/97    75
GB Property Fndg                     11.000%  09/29/05    57
Golden Books Pub                     10.750%  12/31/04     0
GST Network Fndg                     10.500%  05/01/08     0
HNG Internorth                        9.625%  03/15/06    38
Home Prod Intl                        9.625%  05/15/08    63
Imperial Credit                       9.875%  01/15/07     0
Inland Fiber                          9.625%  11/15/07    63
Insight Health                        9.875%  11/01/11    23
Iridium LLC/CAP                      10.875%  07/15/05    28
Iridium LLC/CAP                      11.250%  07/15/05    29
Iridium LLC/CAP                      13.000%  07/15/05    31
Iridium LLC/CAP                      14.000%  07/15/05    28
Isolagen Inc.                         3.500%  11/01/24    74
IT Group Inc                         11.250%  04/01/09     0
JTS Corp                              5.250%  04/29/02     0
Kaiser Aluminum                       9.875%  02/15/02    30
Kaiser Aluminum                      12.750%  02/01/03     7
Kellstrom Inds                        5.750%  10/15/02     0
Kmart Funding                         9.440%  07/01/18    23
Lehman Bros Hldg                     10.000%  10/30/13    75
Liberty Media                         3.750%  02/15/30    62
Liberty Media                         4.000%  11/15/29    66
Lifecare Holding                      9.250%  08/15/13    60
Macsaver Financl                      7.400%  02/15/02     5
Macsaver Financl                      7.600%  08/01/07     5
Macsaver Financl                      7.875%  08/01/03     5
Merisant Co                           9.500%  07/15/13    58
MHS Holdings Co                      16.875%  09/22/04     0
Movie Gallery                        11.000%  05/01/12    70
Muzak LLC                             9.875%  03/15/09    69
New Orl Grt N RR                      5.000%  07/01/32    72
Northern Pacific RY                   3.000%  01/01/47    58
Northern Pacific RY                   3.000%  01/01/47    58
Northwest Airlines                    7.248%  01/02/12    33
Northwest Airlines                    9.152%  04/01/10     7
NTK Holdings Inc                     10.750%  03/01/14    70
Nutritional Src                      10.125%  08/01/09    66
Oakwood Homes                         7.875%  03/01/04     9
Oakwood Homes                         8.125%  03/01/09     9
Oscient Pharm                         3.500%  04/15/11    70
OSU-DFLT10/05                        13.375%  10/15/09     0
Outboard Marine                       7.000%  07/01/02     0
Outboard Marine                       9.125%  04/15/17     0
Overstock.com                         3.750%  12/01/11    70
Pac-West-Tender                      13.500%  02/01/09    55
PCA LLC/PCA Fin                      11.875%  08/01/09    19
Pegasus Satellite                     9.625%  10/15/49    13
Pegasus Satellite                     9.750%  12/01/06    11
Pegasus Satellite                    12.375%  08/01/08    10
Pegasus Satellite                    13.500%  03/01/07     0
Phar-mor Inc                         11.720%  09/11/02     2
Piedmont Aviat                       10.250%  01/15/49     3
Pixelworks Inc                        1.750%  05/15/24    73
Pliant Corp                          13.000%  07/15/10    55
Polaroid Corp                         6.750%  01/15/02     0
Polaroid Corp                         7.250%  01/15/07     0
Polaroid Corp                        11.500%  02/15/06     0
Primus Telecom                        3.750%  09/15/10    38
Primus Telecom                        8.000%  01/15/14    60
Primus Telecom                       12.750%  10/15/09    74
PSINET Inc                           11.000%  08/01/09     0
Radnor Holdings                      11.000%  03/15/10    17
Railworks Corp                       11.500%  04/15/09     0
Read-Rite Corp.                       6.500%  09/01/04     8
Rite Aid Corp                         6.875%  12/15/28    75
RJ Tower Corp.                       12.000%  06/01/13    18
Spinnaker Inds                       10.750%  10/15/06     0
Tom's Foods Inc                      10.500%  11/01/04     9
Tribune Co                            2.000%  05/15/29    68
Trism Inc                            12.000%  02/15/05     0
United Air Lines                      7.270%  01/30/13    56
United Air Lines                      8.700%  10/07/08    39
United Air Lines                      9.200%  03/22/08    49
United Air Lines                      9.210%  01/21/17     9
United Air Lines                      9.300%  03/22/08    49
United Air Lines                      9.350%  04/07/16    33
United Air Lines                     10.020%  03/22/14    52
United Air Lines                     10.110%  01/05/06     3
United Air Lines                     10.110%  02/19/49    48
United Air Lines                     10.850%  02/19/15    48
United Homes Inc                     11.000%  03/15/05     0
US Air Inc.                          10.800%  01/01/49    10
Venture Holdings                     11.000%  06/01/07     0
Venture Holdings                     12.000%  06/01/09     0
Vesta Insurance Group                 8.750%  07/15/25     7
Werner Holdings                      10.000%  11/15/07    10
Westpoint Steven                      7.875%  06/15/08     0
Winn-Dixie Store                      8.875%  04/01/08    68
Winstar Comm Inc                     12.500%  04/15/08     0
Winstar Comm Inc                     12.750%  04/15/10     0
World Access Inc                     13.250%  01/15/08     5
Xerox Corp                            0.570%  04/21/18    44
Ziff Davis Media                     12.000%  07/15/10    42

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Melvin C. Tabao, Rizande
B. Delos Santos, Cherry A. Soriano-Baaclo, Ronald C. Sy, Jason A.
Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin, and Peter A.
Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***